Common use of Forecasts Clause in Contracts

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In each individual Contract Supplement, Corteva 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 its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable geographic locations for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreementmanufacture (i.e., the Aurora Plant, Davies or the Barr▇ ▇▇▇nt). Cabot shall provide the following shall applyForecasts to CMC: (ia) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen not more than sixty (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii60) No sooner but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the first day Term, a Forecast indicating the Forecasted Quantity for each month of each the calendar month following quarter commencing on such January 1, April 1, July 1 and October 1 (the Effective Date and no later "Quarterly Forecast"); (b) not more than the last day sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the first day of Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such calendar month July 1 and January 1 (each such calendar month, the “First Forecast Month”"Six Month Forecast"); (c) and no not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one time per month(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, Vylor shall provide Corteva an eighteen (18)-month forecast 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 quantity eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including any material changes to such 18 Month Forecast. For the First Forecast Monthpurposes of this Agreement, substantially in Forecasts delivered by Cabot to CMC after the form execution hereof shall, upon the effectiveness of Schedule II (together with the Initial Current Portfolio Product Forecastthis Agreement, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0)have been delivered hereunder. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner 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 Product forecasted for each month will be specified in integer multiples of the Minimum Batch Size as set forth on Schedule B (a “Forecast”), the first day six (6) months of which shall be binding on Aptevo and cannot be changed in subsequent Forecasts (a “Binding Six Month Forecast”) and months seven (7) through nine (9) of which may be increased or decreased by Aptevo by no more than twenty-five percent (25%) of the number of Vials of Product (on a Product-by-Product basis) for the same month in the immediately preceding submitted Forecast (each, a “Semi-Binding Forecast”). By the end of each calendar month following thereafter, Aptevo will provide a new Forecast for the Effective Date and no later than twenty-four (24) months commencing with the last day prior to the first day of such very next calendar month (each such calendar montha rolling forecast), the “First first six (6) months of which shall be a Binding Six Month Forecast Month”and months seven (7) and no more than one time per month, Vylor shall through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide Corteva an eighteen (18)-month forecast a new Forecast by the end of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in last Forecast provided shall become the prior month’s Rolling new and most recent Forecast, and the Binding Six Month Forecast shall be deemed comprised of the 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 apply with identify planned purchases per month for twenty four (24) 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 estimate set forth in 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 last month of such Rolling Forecast defaulting to zero (0). (iv) Except as extent set forth in Section 2.3(b)3.1.2 below. The Project Managers, all Rolling Forecasts or their designees within each Party’s supply chain organization management, shall be for informational purposes only meet monthly in person or by teleconference to discuss the Forecast and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of Binding Six Month Forecast and the forecast monthSemi-Binding Forecast.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement Promptly after the Effective Date, or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees to provide to Qorvo a good faith rolling 24-month forecast of Zomedica’s required quantities of the Products (by Assay type) (the “Forecast”). After delivery of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner Qorvo no later than thirty (30) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior quarter. The quantities of each type of Product forecasted to be ordered in the first day [*] 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 any type of Product forecasted to be ordered in such calendar month (each such calendar month, the “First Forecast Month”) and months [*] by an aggregate total of no more than one time 20% per month, Vylor shall provide Corteva an eighteen (18)-month forecast type of Product from the previously forecasted amount for such Product in any subsequent update of the quantity Forecast. Similarly, the quantities of each Subject 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 remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that Vylor estimates (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica will be responsible for the 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 it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling a Forecast is not provided for a monthin 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 basis that such Forecast does not conform with this Section 7.2 (Forecasts), the estimates set forth in the prior month’s Rolling Forecast shall then Qorvo will be deemed to apply with the estimate set forth in the last month of have accepted such Rolling Forecast defaulting to zero (0)Forecast. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In each individual Contract SupplementNLS shall supply Broadcom, Corteva and its Affiliates and Vylor and its Affiliates may agree on within the respective forecast and order requirements and limitations applicable for deliveries first seven (7) business days following the beginning of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen term of the Agreement, with a rolling twelve (18)-month period 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 Effective Date final permitted adjustment (i.e. the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after adjustment permitted in the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each fourth month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days prior to the first day of each calendar month following the Effective Date and no later than the last day Shipment Month so specified below), three (3) months prior to the first day start of that Shipment Month (such calendar 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 "Published Standard") indicates, at any time during the term of this Agreement, that standard industry lead times for binding purchase orders for the manufacture of custom ASICs are greater than three (3) months, the monthly forecasting adjustments and Committed Period set forth above shall be appropriately adjusted (upon each such calendar monthmaterial change, in either direction, in standard industry lead times) to reflect such lengthened industry lead times; provided, however, that 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 “First Forecast Month”monthly forecasting adjustments and Committed Period set forth above shall be reset to the original provisions set forth above (i.e., a minimum Committed Period of three (3) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”months). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In On or prior to the tenth (10th) Business Day of each individual Contract SupplementCalendar Quarter during the Term, Corteva and its Affiliates and Vylor and its Affiliates may agree on Licensee will provide the respective Licensor with a non-binding written forecast and order requirements and limitations applicable for deliveries of Subject Products under estimated quantities of Product that the respective Contract Supplement. Absent such separate agreement, Licensee anticipates ordering from the Licensor during the next twenty-four (24) month period commencing upon the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date Calendar Quarter (the “Initial Current Portfolio Product "Forecast”"). For any Near-Term ProductIn order to assist in the planning of production runs for the Products, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its Licensee will provide an initial forecast of the quantity of such Near-Term Product that Vylor intends Forecast to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than Licensor within thirty (30) days following the execution of this Agreement (the "Initial Forecast"), which Initial Forecast shall only be effective upon mutual agreement of the Parties (provided 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 first day tenth (10th) Business Day of each calendar month following the Effective Date Calendar Quarter and no later than the last day prior such updated Forecast in accordance with this Section 5.1 will be promptly delivered to the first day of such calendar month (each such calendar month, Licensor by the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the Licensee. The quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling first twelve (12) months of a Forecast for a particular Calendar Year shall not decrease by [***] ([***]%) percent, or increase by more than [***]percent ([***]%), from the original Forecast in which such Calendar Year was first included, unless agreed to in writing by the Parties (the "Annual Variation Limit"). The first three (3) months of each such Forecast (the "Firm Order Period") shall be binding on Licensee. The remaining twenty-one (21) months of each such Forecast shall be deemed to apply with non-binding estimates for planning purposes. The Licensee will forecast the estimate volume of Products comprising full batch and in multiples of batch quantities, as such quantities are set forth on Schedule 8.1. Each Forecast will be made by the Licensee in good faith, taking into account reasonable projections of demand for the last month of such Rolling Forecast defaulting 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 zero (0)ensure sufficient manufacturing capacity to meet the Forecast. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement Within [* * *] after the Effective Date, Paratek shall submit to Almac a forecast of clinical supply of the Product that Paratek anticipates ordering from Almac during the [* * *] period (broken down by month and, if applicable, country in the Territory) following the date of such Contract Supplement forecast and Paratek shall contain update such forecast on a rolling [* * *] basis every [* * *] thereafter (each, a “Rolling Clinical Forecast”) until Paratek no longer requires any clinical supply of the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days Product. Beginning [* * *] prior to the anticipated launch of a Paratek Product in the Territory and for the remainder of the Term, Paratek shall submit to Almac a forecast of commercial supply of the Product that Paratek anticipates ordering from Almac during the [* * *] period (broken down by month and, if applicable, country in the Territory) following the date of such forecast and Paratek shall update such forecast on a rolling [* * *] basis every [* * *] thereafter (each, a “Rolling Commercial Forecast”), provided that Paratek shall provide an updated Rolling Commercial Forecast within [* * *] after such Paratek Product receives Regulatory Approval by the applicable Regulatory Authority in a country in the Territory. Paratek shall place purchase orders for at least the quantity of the Product specified in the first day [* * *] of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month Rolling Clinical Forecast or Rolling Commercial Forecast (each such calendar monthperiod, the “First Firm Forecast MonthPeriod”) and no more than one time per monththe remaining [* * *] of such forecast shall be a good faith estimate and shall be non-binding, Vylor shall provide Corteva an eighteen (18)-month forecast provided that Almac may place orders with its suppliers for raw materials or packaging materials as reasonably necessary in order to Manufacture the quantities of the quantity Product specified in the first [* * *] of each Subject Product Rolling Clinical Forecast or Rolling Commercial Forecast. In the event that Vylor estimates Paratek and Almac agree that Almac or its Affiliate will perform the secondary packaging of the Product, the Parties will discuss, in good faith that it will faith, amending the Firm Forecast Period for purchase from Corteva from and including the First Forecast Month, substantially orders of Product to appropriately reflect such additional service to be conducted in an Almac facility in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”)United States. (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In Neos shall deliver to CPI a twenty-four (24) month forecast (the “Forecast”) for each individual Contract SupplementProduct 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”), Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following which Annual Forecast shall apply: (i) Schedule II sets be consistent with the 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 basis. The first calendar quarter commencing on or after the ninetieth (90th) days after the updated Forecast is delivered will become a binding purchase commitment of Neos with respect to each Product set forth Vylor’s initial 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 each Current Portfolio actual Product that Vylor intends 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 purchase from Corteva each month during Neos any price increase on a per unit basis in the eighteen active ingredients greater than twenty percent (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast 20%) of the quantity of price paid on a per unit basis by CPI for such Near-Term Product active ingredient purchased for the Annual Forecast, provided that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and CPI provides appropriate supporting documentation including the First purchase orders for both the Annual Forecast Month, substantially and the Annual Additional Product. The initial Annual Forecast and Forecast provided by Neos in the form of Schedule II (together connection with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast this Agreement is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0)on Exhibit 4.1, attached hereto. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree Beginning on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior to the first day continuing thereafter on a monthly basis, LSI will provide SCI with a [*] rolling forecast by Wafer starts of LSI’s Requirements by process technology for such calendar month period (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (a) The Forecast will be provided by Wednesday in the fourth week of every LSI fiscal month. Subject to LSI’s rights to make certain adjustments the [*] of the 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 [*]; (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 (iii) If an updated Rolling the [*] of the Binding Forecast is not provided for a month, LSI shall have the estimates set forth right to adjust the Binding Forecast amounts upwards or downwards by up to [*] of the total number of Wafer starts stated in the prior month’s Rolling Binding Forecast shall be deemed to apply with the estimate set forth for such [*]; provided, however, LSI may not make any increases in the last month Forecast amounts that would exceed the micro-capacity constraints identified in Attachment E or the availability of such Rolling Forecast defaulting resources and raw materials necessary to zero (0)manufacture the Products and perform the Services. (ivb) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall The [*] of the Forecast will not be a commitment binding on LSI, will be subject to purchaseadjustment at LSI’s discretion, and will identify monthly demand for LSI’s Requirements for planning purposes only. All Once per Quarter the Parties will review the forecasted amounts are calculated assuming delivery on capacity loadings, and the first day availability of resources and raw materials to determine what, if any, additional capacity is available in excess of any previous Forecast amount. (c) In no event does the exercise by LSI of its right to make any of the forecast monthadjustments provided by (a) or (b) above to the Forecast relieve LSI from its obligations to meet the TMPA and applicable QMPA.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner later than thirty (30) days prior to the first business day of each calendar month following quarter, SeaSpine shall provide Integra with a written rolling forecast as to SeaSpine’s requirements of the Effective Date and no later than Products for the last day prior to next four (4) calendar quarter period. Each calendar quarter forecast will consist of the following: a. The first day two (2) calendar quarters of such calendar month each forecast shall be binding on SeaSpine (each such calendar month, the “First Forecast MonthBinding Forecast”) and no more than one time per month, Vylor shall provide Corteva accompanied by an eighteen (18)-month forecast 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 Integra of the Order), quantity of each Subject Product that Vylor estimates in good faith that it ordered and the Prices and total cost of the Order. b. Each forecast shall update the prior forecast by: i. dropping the previous calendar quarter 1 from the forecast; ii. moving calendar quarter 2 from the previous forecast to be calendar quarter 1 of the updated forecast; iii. updating, as appropriate and subject to clause (c) below, calendar quarters 3 and 4 of the previous forecast, which as updated will purchase from Corteva from be calendar quarters 2 and including 3 of updated forecast; and iv. adding a new calendar quarter 4 to the First Forecast Monthupdated forecast, substantially subject to clause (c) below. The initial forecast for the Products is set forth on Exhibit C attached hereto. c. SeaSpine may not increase or decrease the amounts forecasted in the form of Schedule II (together with the Initial Current Portfolio Product Binding Forecast, but may, subject to Integra’s written acceptance, issue additional Orders during such two (2) calendar quarter period as provided in Section 5.6. In addition, SeaSpine may not increase the number of units of the Products forecasted for any calendar quarter (e.g., 2Q2016) by more than thirty percent (30%) in aggregate from the number of units first forecasted for such calendar quarter (i.e. when such calendar quarter period was calendar quarter 4 of the forecast), and SeaSpine may not reduce such number of units first forecasted for such calendar quarter by more than ten percent (10%) in the aggregate from the number of units of each Product first forecast for such calendar quarter, without the prior written consent of Integra. SeaSpine shall not order for any calendar quarter more than the number of units of each Product set forth in Exhibit D attached hereto (the “Rolling ForecastsMaximum Quarterly Order”). (iii) If d. SeaSpine 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 updated Rolling Order. e. In the event that SeaSpine fails to provide a Binding Forecast is not provided for a monthparticular calendar quarter, unless Integra otherwise notifies SeaSpine in writing, the estimates set forth last available forecasted amount for such calendar quarter shall become a firm Order, provided, however, that nothing contained in the prior month’s Rolling Forecast this Section 5.2(e) shall be deemed to apply with the estimate set forth in the last month affect any of Integra’s rights or limit any of Integra’s remedies as a result of such Rolling Forecast defaulting to zero (0)failure. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In each individual Contract Supplement(a) To allow TDK to schedule production and control costs, Corteva Imation will provide in good faith to TDK a rolling forecast of Products that Imation and its Affiliates and Vylor and its Affiliates may agree on Subsidiaries expect to purchase from TDK for shipment over the respective 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 order requirements a monthly basis for the remaining five (5) months of such forecast; and limitations applicable (ii) a Product-by-Product and region-by-region basis with respect to each such month and week (the “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 deliveries a particular region (the “Forecasted Product”) equal to the highest of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall applyfollowing: (i) Schedule II sets forth Vylor’s initial forecast percent (**%) of the quantity of each Current Portfolio Product Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast that Vylor intends was two-prior to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date then-current and timely submitted Rolling Forecast (the “Initial Current Portfolio Product Rolling Forecast”) (i.e., when the Purchase Month was the third (3rd) month of a preceding Rolling Forecast). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast ; (ii) percent (**%) of the quantity of such NearForecasted 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 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-Term Product 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 Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting has been omitted from the date that is at least six months after exhibit and filed separately, accompanied by a confidential treatment request, with the date Securities and Exchange Commission pursuant to Rule 24b-2 of delivery the Securities Exchange Act of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties1934. (ii) No sooner than thirty percent (30**%) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including Forecasted Products previously forecasted for the First Forecast Month, substantially Purchase Month in the form Rolling Forecast prior to the Current Rolling Forecast (i.e., when the Purchase Month was the second (2nd) month of Schedule II a preceding Rolling Forecast); and (together with iii) percent (**%) of the Initial quantity of Forecasted Products forecast for the Purchase Month in the Current Portfolio Product Rolling Forecast (i.e., when the Purchase Month is the first (1st) month of the Current Rolling Forecast, the “Rolling Forecasts”). (iiid) If an updated Rolling Forecast is not provided Imation also will provide in good faith to TDK a non-binding twelve (12)-month forecast for a month, the estimates set forth Products to be purchased by Imation and its Subsidiaries as part of Imation’s operational planning process in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month December of such Rolling Forecast defaulting to zero (0)each year. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In Within [****] after the Effective Time, Aptevo will provide Emergent with a written, non-binding forecast of Batch purchases by Product by month for the following [****]; provided that the number of Vials of each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree Product forecasted for each [****] will be specified in integer multiples of the Minimum Batch Size as set forth on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreementSchedule B (a “Forecast”), the following first [****]of which shall apply: be binding on Aptevo and cannot be changed in subsequent Forecasts (ia “Binding Six Month Forecast”) Schedule II sets forth Vylor’s initial forecast and [****] of which may be increased or decreased by Aptevo by no more than [****] of the quantity number of each Current Portfolio Vials of Product that Vylor intends to purchase from Corteva each month during (on a Product-by-Product basis) for the eighteen same [****] in the immediately preceding submitted Forecast (18)-month period following the Effective Date (the each, a “Initial Current Portfolio Product Semi- Binding Forecast”). For any NearBy the [****]thereafter, Aptevo will provide a new Forecast for the [****]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-Term ProductBinding Forecast. If Aptevo does not provide a new Forecast by the end of a [****], after the date such Near-Term Product has satisfied last Forecast provided shall become the Near-Term Launch Criterianew and most recent Forecast, Vylor and the Binding Six Month Forecast shall promptly deliver its initial forecast be comprised of the quantity second through [****] of such Nearthe prior Forecast and the Semi-Term Product that Vylor intends Binding Forecast shall be comprised of the eighth through [****] of the prior Forecast. The Forecast must include sufficient detail to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writingidentify planned purchases per [****] for [****]. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days prior to the first day Upon receipt of each calendar month following the Effective Date and no later than the last day prior Forecast, Emergent will provide an indication of Emergent’s ability to the first day of meet such calendar month Forecast (each such calendar month, the a “First Forecast MonthFeasibility Opinion”) and no more than one time per montha proposed schedule of Manufacturing dates for the following [****]to be updated on a [****] basis. With respect to Emergent, Vylor shall provide Corteva an eighteen (18)-month forecast of all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as extent set forth in Section 2.3(b)3.1.2 below. The Project Managers, all Rolling Forecasts or their designees within each Party’s supply chain organization management, shall be for informational purposes only meet monthly in person or by teleconference to discuss the Forecast and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of Binding Six Month Forecast and the forecast monthSemi-Binding Forecast.

Forecasts. In (a) On or before the first (1st) day of each individual Contract Supplementcalendar month during the term of this Agreement, Corteva and its Affiliates and Vylor and its Affiliates may agree Chiron shall provide 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 respective forecast and order requirements and limitations applicable for deliveries of Subject Products under period covered by the respective Contract SupplementForecast. Absent such separate agreementThe Forecast shall include purchase requirements, at the following shall applylevel of detail: (i) Schedule II sets forth Vylor’s initial forecast of for the quantity of each Current Portfolio Product that Vylor intends to 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 Corteva each Gen-Probe by Chiron in such three-month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties.period; (ii) No sooner than thirty for the fourth (30) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month 4th), fifth (each such calendar month, the “First Forecast Month”5th) and no more than one time per month, Vylor shall provide Corteva an eighteen sixth (18)-month forecast of 6th) calendar months covered by the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”).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) If an updated Rolling Forecast is not provided for a monththe seventh (7th) through twelfth (12th) calendar months covered by the Forecast, the estimates set forth in the prior month’s Rolling Forecast shall be deemed specify the estimated purchase requirements, by test, and associated quantities that Chiron expects to apply with the estimate set forth order from Gen-Probe by Chiron in the last month of such Rolling Forecast defaulting to zero (0)period. (iv) Except as Subject to the additional provisions set forth in Section 2.3(bsubparagraph (v) below, in each Forecast delivered, Chiron may not (A) amend the quantities of Blood Screening Assays from the quantities specified for the first (1st), all Rolling Forecasts 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 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 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 "original 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. [***]). 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 meet monthly, on or before the twenty-second (22nd) day of each calendar month, to review the previous month's performance and the current Forecast and production plan for 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 for informational purposes only 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. (c) In the event that any disagreement arises between the parties pursuant to the obligations imposed in this Section 6.3.1, the parties shall submit such dispute first to a discussion between responsible managers, and if they cannot be a commitment agree, then to purchasethe Supervisory Board for resolution as soon as is reasonably achievable. All forecasted amounts are calculated assuming delivery on In the first 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 thirty (30) day period after submittal of the forecast monthissue to the Supervisory Board, then the issue shall be referred by the parties for resolution in accordance with the terms of Article 13 herein.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree (a) The Recipient has provided the Supplier with a Purchase Order for the period beginning on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date and ending on the last day of the Calendar Quarter in which the Effective Date occurs (the “Initial Current Portfolio Quarter”) (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 set forth on the Initial Purchase Order for each Supplied Product in accordance with the delivery schedule set forth therein. (b) Beginning with the last month of the Initial Quarter, no later than the fifteenth (15th) day of each calendar month, the Recipient shall submit to the Supplier a good faith, non-binding (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”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days prior Subject to the terms and conditions of this Agreement, the first day six (6) months (the “Binding Forecast Period”) of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month Forecast shall be binding (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast portion of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product a Forecast, the “Rolling ForecastsBinding 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 be able to meet the requirements of any Forecast, due to CMO capacity or otherwise, the Supplier shall notify the Recipient within twenty (20) Business Days of receipt of such Forecast, and the Parties shall cooperate and agree in good faith appropriate changes to the Forecast. (d) Supplier shall consider in good faith any changes to 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”). (iiif) If an updated Rolling The Forecast is not provided for a month, and the estimates set forth in the prior month’s Rolling 5-Year Forecast shall be deemed to apply with discussed every three (3) months at the estimate set forth in the last month of such Rolling Forecast defaulting to zero QBR (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment below) to purchase. All forecasted amounts are calculated assuming delivery on ensure the first day of the forecast monthSupplier can sufficiently support Recipient’s demand.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement Promptly after the Effective Date, or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees to provide to Qorvo a good faith rolling 24-month forecast of Zomedica’s required quantities of the Products (by Assay type) (the “Forecast”). After delivery of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner Qorvo no later than thirty (30) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior quarter. The quantities of each type of Product forecasted to be ordered in the first day [*] 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 any type of Product forecasted to be ordered in such calendar month (each such calendar month, the “First Forecast Month”) and months [*] by an aggregate total of no more than one time 20% per month, Vylor shall provide Corteva an eighteen (18)-month forecast type of Product from the previously forecasted amount for such Product in any subsequent update of the quantity Forecast. Similarly, the quantities of each Subject 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 remaining months [*] of any Forecast will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that Vylor estimates (a) this Agreement is terminated by Zomedica under Section 13.2 (Termination for Cause), Section 13.3 (Termination for Insolvency), Section 13.4 (Termination for Force Majeure) or Section 13.5 (Additional Zomedica Termination Rights) or (b) Qorvo elects not to renew this Agreement according to Section 13.1 (Term), or (c) Qorvo proposes a material change to a Product pursuant to Section 7.6 (Product Changes) and Zomedica disagrees with such change in writing, Zomedica will be responsible for the 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 it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling a Forecast is not provided for a monthin 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 basis that such Forecast does not conform with this Section 7.2 (Forecasts), the estimates set forth in the prior month’s Rolling Forecast shall then Qorvo will be deemed to apply have accepted such Forecast. [*Confidential Treatment has been requested 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 estimate set forth in the last month of such Rolling Forecast defaulting to zero (0)Securities and Exchange Commission. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.]

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (ia) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than Within thirty (30) days after the Effective Date of this Agreement, ▇▇▇▇▇ & Nephew shall deliver to ArthroCare a good faith, monthly rolling forecast of its quantity requirements and shipping dates for each category (i.e., SKU) of ArthroCare Manufactured Product for the [*] period commencing with the month of the Effective Date of this Agreement. The first [*] of such forecast shall be binding forecasts and deemed firm orders for the number of each category of ArthroCare Manufactured Product specified in such forecasts, and the forecast for the remaining [*] shall be non-binding. Thereafter, ▇▇▇▇▇ & Nephew shall submit to ArthroCare at or prior to the first day end of each calendar month a good faith forecast of its quantity requirements and shipping dates for each such category of ArthroCare Manufactured Product for the following [*] period, so that estimates for a rolling [*] period are always provided. Subject to Section 3.2(a), the Effective Date [*] of each such [*] forecast shall be binding forecasts and deemed firm orders for the number of ArthroCare Manufactured Products specified in such forecasts, and the forecast for the remaining [*] shall be non-binding. If ▇▇▇▇▇ & Nephew provides ArthroCare with a written request for a quantity increase in any firm order already submitted to ArthroCare or included in a binding forecast, ArthroCare and ▇▇▇▇▇ & Nephew will discuss in good faith the additional amount, if any, that ArthroCare is willing and able to supply to ▇▇▇▇▇ & Nephew consistent with ArthroCare’s other obligations, and ▇▇▇▇▇ & Nephew will adjust its order accordingly. In no later than the last day prior event is ArthroCare obligated to the first day supply any such additional amounts of such calendar Products, but will use its reasonable commercial efforts to do so. (b) If a required forecast for a particular month (each is not timely submitted for a ArthroCare Manufactured Product, the immediately preceding forecast for such calendar month shall become the new forecast for such month; if there is no preceding forecast for such month, the “First Forecast Month”) and no more than one time per forecast for the next preceding month shall become the forecast for such month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iiic) If an updated Rolling Forecast is not ▇▇▇▇▇ & Nephew’s forecasts and orders shall reflect its good faith expectations of customer demand and reasonable inventory and safety stock requirements, and ▇▇▇▇▇ & Nephew shall act in a commercially reasonable manner to schedule orders to avoid creating over or under capacity problems for ArthroCare. ArthroCare shall fulfill ▇▇▇▇▇ & Nephew’s orders, as provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b3.2(a), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment use good faith and reasonable commercial efforts to purchase. All forecasted amounts are calculated assuming accommodate changes in ▇▇▇▇▇ & Nephew’s requests for delivery on the first day of the forecast monthdates, quantity and other supply issues relating to ArthroCare Manufactured Products.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree (a) The Recipient has provided the Supplier with a Purchase Order for the period beginning on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date and ending on the last day of the Calendar Quarter in which the Effective Date occurs (the “Initial Current Portfolio Quarter”) (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 set forth on the Initial Purchase Order for each Supplied Product in accordance with the delivery schedule set forth therein. (b) Beginning with the last month of the Initial Quarter, no later than the fifteenth (15th) day of each calendar month, the Recipient shall submit to the Supplier a good faith, non-binding (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”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days prior Subject to the terms and conditions of this Agreement, the first day six (6) months (the “Binding Forecast Period”) of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month Forecast shall be binding (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast portion of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product a Forecast, the “Rolling ForecastsBinding 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 be able to meet the requirements of any Forecast, due to CMO capacity or otherwise, the Supplier shall notify the Recipient within twenty (20) Business Days of receipt of such Forecast, and the Parties shall cooperate and agree in good faith appropriate changes to the Forecast. (d) Supplier shall consider in good faith any changes to 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”). (iiif) If an updated Rolling The Forecast is not provided for a month, and the estimates set forth in the prior month’s Rolling 5-Year Forecast shall be deemed to apply with discussed every three (3) months at the estimate set forth in the last month of such Rolling Forecast defaulting to zero QBR (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment below) to purchase. All forecasted amounts are calculated assuming delivery on ensure the first day of the forecast monthSupplier can sufficiently support Recipient’s demand.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following a. As soon as practicable after the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is and at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) [*] days prior to the first day [*] of each calendar month following thereafter, 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 Effective Date and no later than the last day prior information subject to the first day 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 calendar month (forecast. The [*] of each such calendar month, Forecast shall be binding on Amgen (the “First Forecast MonthBinding Portion”) and no more than one time per monthAmgen 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, Vylor shall provide Corteva an eighteen (18)-month forecast of for each Forecast following the initial Forecast provided by Amgen, the quantity of each Subject Product that Vylor estimates in good faith that it will purchase Customized Insulet Device forecast (i) for the [*] months of such Forecast shall not vary from Corteva from and including the First Forecast Month, substantially amounts forecasted for such months in the form of Schedule II (together with the Initial Current Portfolio Product most recent previously delivered Forecast, (ii) the “Rolling Forecasts”). amounts forecasted for the [*] of such Forecast shall not exceed [*] percent ([*]%) of the amounts forecasted for such month in the most recent previously delivered Forecast and (iii) If an updated Rolling the amounts forecasted for the [*] months of such Forecast is shall not provided exceed [*] percent ([*]%) of the amounts forecasted for a month, the estimates set forth such months in the prior month’s Rolling Forecast 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 contained in such Forecast. c. Each Party acknowledges and agrees that, except with respect to the Binding Portion of each Forecast, as may be deemed adjusted pursuant to apply 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 portions of such Forecasts, and (c) with the estimate set forth in exception of the last month Binding Portion of the Forecasts, Insulet does not guarantee its ability to meet the requirements of such Rolling Forecast defaulting to zero (0)Forecasts. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on CMC shall provide Cabot with forecasts (the respective forecast and order requirements and limitations applicable for deliveries "Forecasts") of Subject Products under the respective Contract Supplementquantities of Fumed Metal Oxides that CMC expects to purchase from Cabot (the "Forecasted Quantities"). Absent such separate agreementThe Forecasts shall identify by grade, the Forecasted Quantities and the Cabot facility or facilities that will produce and deliver to CMC such Forecasted Quantities (including the volume to be made at each plant). CMC shall provide the following shall applyForecasts to Cabot: (ia) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen not more than sixty (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii60) No sooner but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the first day Term, a Forecast indicating the Forecasted Quantity for each month of each 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 following may not exceed the Effective Date and no later Forecasted Quantity for the previous month by more than the last day 20%; (b) not more than sixty (60) but not less than thirty (30) days prior to each July 1 and January 1 during the first day of Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such calendar month July 1 and January 1 (each such calendar month, the “First Forecast Month”"Six Month Forecast"); (c) and no not more than sixty (60) but not less than thirty (30) days prior to each July 1, a one time per month(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, Vylor shall provide Corteva an eighteen (18)-month forecast 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 CMC shall provide Cabot with a revised eighteen (18) Month Forecast for the remainder of the quantity eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after CMC becomes aware of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including any material changes to such 18 Month Forecast. For the First Forecast Monthpurposes of this Agreement, substantially in Forecasts delivered by CMC to Cabot after the form execution hereof shall, upon the effectiveness of Schedule II (together with the Initial Current Portfolio Product Forecastthis Agreement, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply have been delivered hereunder. With respect to planned shutdowns of Cabot's manufacturing facilities, the parties shall work together and cooperate with the estimate set forth in the last month of such Rolling Forecast defaulting each other regarding necessary adjustments to zero (0)forecasts and delivery schedules hereunder. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. (a) In each individual Contract Supplementaddition to the notice provided in Section 2.2(b), Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period within forty-five days following the Effective Date (the “Initial Current Portfolio 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 any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast each of the quantity first three (3) Calendar Quarters of such Near-Term Product that Vylor intends the Initial Forecast (Q3’04, Q4’04, Q1’05), (i) Advancis will be obligated to purchase from Corteva [***] of the quantities of Product forecasted pursuant to purchase orders submitted by Advancis to Lilly, and (ii) Lilly will, be obligated to supply Advancis with quantity ordered by Advancis unless the quantity exceeds [***] of the quantities of Product forecasted. Thereafter, for each month during remaining Calendar Quarter, Advancis will be obligated to purchase [***] of the eighteen quantities of Product forecasted for such Calendar Quarter in the Forecast in which such Calendar Quarter was the third (18)-month period starting from 3rd) Calendar Quarter of the date that is at least six months after 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 date quantity exceeds [***] of delivery the quantities of Product forecasted for such initial forecastCalendar 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, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after agree that the Effective DateForecasts will be for general planning purposes only, such Contract Supplement shall contain and will not be binding on Lilly or Advancis. The provisions of this Section 4.2(a) are subject to the Initial Current Portfolio Product Forecast as agreed to by both Partiesmaximum purchase obligations in Section 4.1. (iib) No sooner than thirty (30) days prior 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 first day quantities previously forecasted for a Calendar Quarter in a Forecast that causes any obsolescence of each calendar month following any such unique components or materials purchased by Lilly, Advancis will be responsible to Lilly for the Effective Date reasonable and no later than the last day prior direct costs and expenses actually incurred associated with said components or materials (including, but not limited to, any costs related to returning such components or material to the first day of such calendar month (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”vendor or otherwise disposing thereof). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (ia) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days prior to On the first day Business Day of each calendar month following quarter or portion thereof during the Effective Date and no later than the last day prior to the first day of such calendar month (each such calendar monthTerm, the “First Forecast Month”) and no more than one time per month, Vylor Orgenesis shall provide Corteva an eighteen (18)-month Germfree with a good faith forecast of its estimated requirements for OMPULs for the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together three month period starting with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the quarter in which such forecast monthis provided (each, a “Forecast”). Orgenesis shall provide the first Forecast to Germfree within ten Business Days of the Closing Date, such Forecast to cover the remaining portion of the calendar quarter that includes the Closing Date. (b) In addition to the Forecasts, Orgenesis shall provide to Germfree annual forecasts for each calendar year or portion thereof during the Term, outlining the projected demand for OMPULs for the following calendar year or portion thereof (each, an “Annual Forecast”). Orgenesis shall provide to Germfree an Annual Forecast (i) within ten Business Days of the Closing Date (for the remaining portion of the calendar year that includes the Closing Date) and (ii) on January 1 of each calendar year during the 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) Orgenesis shall provide Germfree with 30 days advance written notice if it anticipates a substantial increase or decrease in demand for OMPULs beyond the volumes specified in the then-existing Forecast or Annual Forecast. 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) may impact Germfree’s ability to fulfill purchase orders for OMPULs not in accordance with the then-existing Forecast or Annual Forecast, and in no event will Germfree be liable for, or in breach of this Agreement as a result of, any such failure to 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 Forecast.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner Commencing no later than thirty (30) days prior to after the achievement by ArthroCare of milestone one (1) in section 5.1(b), Collagen shall furnish ArthroCare a 6-month Forecast with estimated purchase dates and quantities of Licensed Products, and shall deliver an updated forecast on a rolling basis on the first day of each calendar month month. Such forecasts shall include monthly delivery schedules. Based on the then current Forecast, ArthroCare will maintain in production capability and adequate materials and labor to meet the 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 Collagen desires to increase the volume of any Licensed Products on an Order with less than 60 days notice to ArthroCare, ArthroCare shall 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 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 (c) shall not apply to the three months following the Effective Date and no later than the last day prior Date. Collagen may place additional, unforecasted Orders for Licensed Products subject to the first day of such calendar month (each such calendar monthArthroCare’s acceptance, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and which acceptance shall not be unreasonably withheld. Such Forecasts shall create a firm commitment on Collagen to purchase. All forecasted amounts are calculated assuming delivery purchase and on the first day of ArthroCare to manufacture and supply Licensed Products according to the forecast monthfor 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 such 6-month period.

Forecasts. In At the time of application for Regulatory Approval of a Product in a country, and [***] thereafter, Roivant shall provide Arena a good faith 18-month rolling forecast of anticipated orders of such Product, in Finished Product form, to be placed during each individual Contract Supplementmonth of 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, Corteva and its Affiliates and Vylor and its Affiliates may agree on named patient use or indigent patient program) (each, a “Forecast” for such Product). Each Forecast will specify, [***] during the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under 18-month period covered by the respective Contract Supplement. Absent such separate agreementparticular Forecast, the following 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 for each Product in each country, the Parties will negotiate in good faith and reasonably 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 such Three Year Forecast (the first month of which shall apply: be the launch order), such [***] such Three Year Forecast (iand [***]), subject to [***] therein. The requested delivery dates for each order covered by a Forecast shall not be sooner than [***] months, or later than [***] months, after the order date specified in the Forecast (such [***]month window, the “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) Schedule II sets forth Vylor’s initial 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 each Current Portfolio 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 that Vylor intends to purchase from Corteva each month and projected delivery dates during the eighteen 18-month period. In addition to the Forecasts described above in this Section 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 nonbinding and used by Arena for capacity planning purposes (18)-month period following the Effective Date (the each, a “Initial Current Portfolio Product Three Year Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In On the fifth day of each individual Contract Supplementmonth commencing July, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement1997, the following Company shall apply: submit (i) Schedule II sets a three-month forecast (each a "Short-Term Forecast") setting forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each Company's projected requirements for Outboards for the three months commencing with the month during the eighteen (18)-month period immediately following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date month in which such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. submitted and (ii) No sooner than thirty an eight-month forecast (30each a "Long-Term Forecast") days prior to for the first day of each calendar eight months commencing with the fourth month following the Effective Date and no later than the last day prior to the month in which such forecast is submitted. The first day of such calendar month (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Short-Term Forecast shall be deemed treated for all purposes hereof as a firm order and may vary by not more than 10% from the amount of Outboards forecasted to apply with be purchased by the estimate set forth Company in such month in the last immediately preceding Short-Term Forecast. The forecast for the second month of such Rolling each Short-Term Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes 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 a commitment obligated to purchase. All forecasted amounts are calculated assuming delivery on supply any Outboards ordered pursuant to any "firm order" under this Section 8 if the first day amount of Outboards ordered exceeds the amount of Outboards permitted to be included in the Short-Term Forecast containing such firm order (the excess of the forecast monthamount ordered over the amount permitted to be included in a Short-Term Forecast being referred to as the "Excess order"). 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 not discriminate against the 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 Company, in writing, of any anticipated failure, refusal or inability to sell the 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 occurrence of any material 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 the anticipated duration of the interruption.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner Commencing no later than thirty (30) days prior to after the achievement by ArthroCare of milestone one (1) in section 5.1(b), Collagen shall furnish ArthroCare a 6-month Forecast with estimated purchase dates and quantities of Licensed Products, and shall deliver an updated forecast on a rolling basis on the first day of each calendar month month. Such forecasts shall include monthly delivery schedules. Based on the then current Forecast, ArthroCare will maintain its production capability and adequate materials and labor to meet the 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 Collagen desires to increase the volume of any Licensed Products on an Order with less than * * * notice to ArthroCare, ArthroCare shall 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 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 (c) shall not apply to the three months following the Effective Date and no later than the last day prior Date. Collagen may place additional, unforecasted Orders for Licensed Products subject to the first day of such calendar month (each such calendar monthArthroCare's acceptance, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and which acceptance shall not be unreasonably withheld. Such Forecasts shall create a firm commitment on Collagen to purchase. All forecasted amounts are calculated assuming delivery purchase and on the first day of ArthroCare to manufacture and supply Licensed Products according to the forecast monthfor 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 such 6-month period.

Forecasts. In each individual Contract Supplement4.3.1 The JSC shall discuss and determine when the first forecast should be provided by Licensee, Corteva and its Affiliates and Vylor and its Affiliates may agree but in any event Licensee shall provide 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 respective forecast timeline set forth in Section 4.3.1, and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreementthereafter, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days prior to the first day of each calendar month following the Effective Date and no later than the last [***] day prior to of every Calendar Quarter following the first day 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 month [***] Calendar Quarter rolling forecast (each including the first forecast in Section 4.3.1), the "Rolling Forecast"). The first [***] months of the Rolling Forecast will be considered binding, both as regards quantities and timing, (such calendar month[***] months, the “First Forecast MonthBinding Forecast”, and the remaining [***] months, the “Non-Binding Forecast”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast 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 quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth [***] 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 less than [***] 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 newly 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, in a newly submitted Rolling Forecast starting on 1 January, the forecast sums for the first [***] months i.e. [***] through [***] will, in aggregate, be the same as the forecast sums for [***] through [***] of the prior Binding Forecast; the binding forecast sums for [***] through [***] of the newly submitted Binding Forecast may not deviate by greater than [***] or less than [***] in aggregate from the non-binding forecast amount for [***] through [***] in the last month previous Rolling Forecast; the non-binding forecast sums for [***] through [***] of such the newly submitted Rolling Forecast defaulting to zero (0). (iv) Except as set forth may not deviate by greater than [***] or less than the [***]in Section 2.3(b)aggregate from the non-binding forecast amount for [***] through [***] of that year in the previous Rolling Forecast. Notwithstanding any contrary provision hereunder, all Rolling Forecasts shall be for informational purposes only and X4 shall not be a commitment obliged to purchasesupply to Licensee quantity of Licensed Product higher than the demand within each submitted Binding Forecast; provided, however, that 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. All forecasted amounts are calculated assuming delivery on If X4 believes that it cannot meet the first day Rolling Forecast it shall notify Licensee within [***] Working Days of receipt of the forecast monthrelevant 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 (and amend or cancel any firm order placed in accordance with such Rolling Forecast) to the extent required as a result of (i) any action taken by the Relevant Regulatory Authority which impacts the sale of Licensed Product in the Territory; or (ii) Licensed Product being discontinued or withdrawn from the market for safety, quality or regulatory reasons.

Forecasts. In each individual Contract Supplement(a) To allow TDK to schedule production and control costs, Corteva Imation will provide in good faith to TDK a rolling forecast of Products that Imation and its Affiliates and Vylor and its Affiliates may agree on Subsidiaries expect to purchase from TDK for shipment over the respective 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 order requirements a monthly basis for the remaining five (5) months of such forecast; and limitations applicable (ii) a Product-by-Product and region-by-region basis with respect to each such month and week (the “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 deliveries a particular region (the “Forecasted Product”) equal to the highest of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall applyfollowing: (i) Schedule II sets forth Vylor’s initial forecast percent (**%) of the quantity of each Current Portfolio Product Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast that Vylor intends was two-prior to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date then-current and timely submitted Rolling Forecast (the “Initial Current Portfolio Product Rolling Forecast”) (i.e., when the Purchase Month was the third (3rd) month of a preceding Rolling Forecast). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast ; (ii) percent (**%) of the quantity of such NearForecasted 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 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-Term Product that Vylor intends prior to purchase from Corteva each the Current Rolling Forecast (i.e., when the Purchase Month was the third (3rd) month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties.preceding Rolling Forecast); (ii) No sooner than thirty percent (30**%) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including Forecasted Products previously forecasted for the First Forecast Month, substantially Purchase Month in the form Rolling Forecast prior to the Current Rolling Forecast (i.e., when the Purchase Month was the second (2nd) month of Schedule II (together 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 Initial Current Portfolio Product Forecast, Securities and Exchange Commission pursuant to Rule 24b-2 of the “Rolling Forecasts”)Securities Exchange Act of 1934. (iii) If an updated percent (**%) of the quantity of Forecasted Products forecast for the Purchase Month in the Current Rolling Forecast (i.e., when the Purchase Month is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last first (1st) month of such the Current Rolling Forecast defaulting to zero (0Forecast). (ivd) Except 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 set forth part of Imation’s operational planning process in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day December of the forecast montheach year.

Forecasts. In Following SII’s and/or [...***...]’s receipt of the first Marketing Authorization in the Territory, AKORN will provide to SII, not less than thirty (30) days prior to the beginning of each individual Contract Supplementcalendar quarter during the term hereof, Corteva a four (4) quarter rolling forecast (“Forecast”) estimating its quarterly requirements for purchases of Products for the subsequent four (4) calendar quarter period beginning with such calendar quarter. Except with respect to the first quarter of the Forecast, which shall be binding and its Affiliates and Vylor and its Affiliates may agree on not subject to cancellation or change (except as provided in the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreementnext sentence), the following Forecast is non-binding and 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 Securities and Exchange Commission. each Forecast, AKORN shall apply: not increase by more than ten percent (i10%) Schedule II sets forth Vylor’s initial forecast or decrease by more than five percent (5%) estimated Product ordered in any quarter of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting Forecast from the date amount set forth in the prior Forecast, provided that is at least six months after if AKORN requires additional Product beyond the date forecasted amount, AKORN may request the same from SII and SII will use its commercially reasonable efforts, in light of delivery of such initial forecastits other supply commitments, unless otherwise agreed by Corteva in writingto supply the additional Product to AKORN. If the Parties enter into AKORN shall issue a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product new Forecast as agreed to by both Parties. (ii) No sooner not less than thirty (30) days prior to the first business day of each calendar month following the Effective Date and no later than the last day quarter beginning six (6) months prior to the estimated date of receipt of the first day Marketing Authorization in each country in the Territory. Unless SII notifies AKORN in writing within fifteen (15) calendar days after receipt of a Forecast that it will not be able to supply the amount of Products specified in the first quarter of such calendar month (each such calendar monthForecast, the “First Forecast Month”) and no more than one time per month, Vylor SII shall be obligated to provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together Products consistent with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month first quarter of such Rolling Forecast defaulting to zero (0)upon receipt of AKORN’s purchase orders. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In 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 individual Contract Supplementmonth, Corteva and its Affiliates and Vylor and its Affiliates may agree 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 respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Rolling Forecast”). (For any Nearillustrative purposes only, September will be the first month of a rolling forecast submitted on the last Business Day of August.) All non-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast binding months of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless rolling forecasts shall be based on RTI’s good faith estimates. Unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by OEM, the anticipated quantities for each Product (both Parties. (iiby SKU and cumulatively) No sooner than thirty (30) days specified in the non-binding month of the Rolling Forecast immediately prior to its conversion to a binding month of the first day of each calendar month following the Effective Date and no later Rolling Forecast shall not increase by more than the last day prior [***] upon its conversion to the first day of such calendar binding month (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior 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 the anticipated orders for [***] on the Rolling Forecast submitted by the last Business Day of [***] (in which [***] non-binding month)). [***] (a) During Contract Year 1, the first [***] months of each rolling forecast shall be deemed to apply with binding on RTI (such portion of the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(bbeing the “Binding Forecast”), all and months [***] through [***] of the Rolling Forecasts shall be for informational purposes only and Forecast shall not be a commitment to purchase. All forecasted amounts binding upon RTI, but are calculated assuming delivery on for planning purposes only; (b) During Contract Year 2 (beginning with the first day Rolling Forecast covering the 12-month period corresponding to Contract Year 2), the first [***] months of each rolling forecast shall be binding on RTI (such portion of the Rolling Forecast being the “Binding Forecast”), and months [***] through [***] of the Rolling Forecast shall not be binding upon RTI, but are for planning purposes only; (c) During Contract Year 3 and each Contract Year thereafter (beginning with the first Rolling Forecast covering the 12-month period corresponding to Contract Year 3), the first [***] months of each rolling forecast monthshall be binding on RTI (such portion of the Rolling Forecast being the “Binding Forecast”), and months [***] through [***] of the Rolling Forecast shall not be binding upon RTI, but are for planning purposes only.

Forecasts. In (a) On or before the first (1st) day of each individual Contract Supplementcalendar month during the term of this Agreement, Corteva and its Affiliates and Vylor and its Affiliates may agree Chiron shall provide 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 respective forecast and order requirements and limitations applicable for deliveries of Subject Products under period covered by the respective Contract SupplementForecast. Absent such separate agreementThe Forecast shall include purchase requirements, at the following shall applylevel of detail: (i) Schedule II sets forth Vylor’s initial forecast of for the quantity of each Current Portfolio Product that Vylor intends to 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 Corteva each Gen-Probe by Chiron in such three-month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties.period; (ii) No sooner than thirty for the fourth (30) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month 4th), fifth (each such calendar month, the “First Forecast Month”5th) and no more than one time per month, Vylor shall provide Corteva an eighteen sixth (18)-month forecast of 6th) calendar months covered by the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”).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) If an updated Rolling Forecast is not provided for a monththe seventh (7th) through twelfth (12th) calendar months covered by the Forecast, the estimates set forth in the prior month’s Rolling Forecast shall be deemed specify the estimated purchase requirements, by test, and associated quantities that Chiron expects to apply with the estimate set forth order from Gen-Probe by Chiron in the last month of such Rolling Forecast defaulting to zero (0)period. (iv) Except as Subject to the additional provisions set forth in Section 2.3(bsubparagraph (v) below, in each Forecast delivered, Chiron may not (A) amend the quantities of Blood Screening Assays from the quantities specified for the first (1st), all Rolling Forecasts 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 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 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 "original 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. [***]). 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 meet monthly, on or before the twenty-second (22nd) day of each calendar month, to review the previous month's performance and the 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 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 for informational purposes only 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. (c) In the event that any disagreement arises between the parties pursuant to the obligations imposed in this Section 6.3.1, the parties shall submit such dispute first to a discussion between responsible managers, and if they cannot be a commitment agree, then to purchasethe Supervisory Board for resolution as soon as is reasonably achievable. All forecasted amounts are calculated assuming delivery on In the first 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 thirty (30) day period after submittal of the forecast monthissue to the Supervisory Board, then the issue shall be referred by the parties for resolution in accordance with the terms of Article 13 herein.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement Not later than [***] days after the Effective Date, such Contract Supplement Company shall contain 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 Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii“Commercial Forecast”) No sooner than thirty (30) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month (each such calendar monthestimated quantities of Product, the “First Forecast Month”) and no more than one time per month, Vylor SAFC shall provide Corteva an eighteen (18)-month forecast reasonable assurance in writing to Company of SAFC’s ability and capacity to meet not less than [***] of the quantity then current Q1 Commercial Forecast; [***] of 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 time by Company) (“Commercial Assurance”). The Commercial Forecast shall cover each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including of the First Forecast Month, substantially in next succeeding [***] calendar quarters. After delivery of the form of Schedule II (together with the Initial Current Portfolio Product initial Commercial Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Commercial Forecast shall be deemed updated by Company on a calendar quarterly basis, which update shall include the next successive calendar quarter added to apply with the estimate set forth in the last month period of such Rolling the previous Commercial Forecast. Although the Commercial Forecast defaulting is non-binding, Company understands that SAFC shall use the Commercial Forecast for planning purposes (including raw material acquisitions and investment in equipment and other resources) in order to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only make available the production capacity required to Manufacture and shall not be a commitment to purchase. All supply the forecasted amounts are calculated assuming delivery of Product within the time frames specified therein and reciprocally SAFC understands that Company has relied on the first day of the forecast monthSAFC’s Commercial Assurance in its production and manufacturing arrangements. [***] 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, AS AMENDED.

Forecasts. In On the Effective Date, Buyer shall provide Seller with a written good faith forecast estimating Buyer’s monthly requirements for Supplied Product (in multiples of Seller’s Minimum Batch Quantities) during the then-current calendar month and each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity succeeding 24 calendar months thereafter. Thereafter, not later than 30 days prior to the commencement of each Current Portfolio subsequent calendar quarter during the Term, Buyer shall provide Seller with a rolling 24-calendar month forecast for the Supplied Product that Vylor intends 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 purchase from Corteva 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 month during the eighteen (18)-month period following the Effective Date (the forecast, a “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after Each Forecast (and ultimate Purchase Order) shall not exceed the date such Near-Term Product has satisfied upper or lower quantities by more than the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast following: (a) for the first through sixth months of the quantity applicable Forecast (and ultimate Purchase Orders), +/- 0%; (b) for the seventh through ninth months of such Near-Term Product that Vylor intends to purchase from Corteva each the applicable Forecast: +/[REDACTED]; and (c) for the 10th through 24th months of the applicable Forecast: +/[REDACTED]. The +/- [REDACTED] deviation allowance for the seventh through ninth month during Forecast and the eighteen (18)-month period starting from +/- [REDACTED] deviation allowance for the date that is at least 10th through 24th month Forecast shall set out the ultimate limit for changes in subsequent Forecasts and Purchase Orders. The first six calendar months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner than thirty (30) days prior to the first day of each calendar month following the Effective Date and no later than the last day prior to the first day of such calendar month (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed a “Firm Forecast” and shall represent a binding commitment of Buyer to apply with purchase the estimate set forth in the last month quantities and types of such Rolling Forecast defaulting to zero (0). (iv) Except Supplied Product included therein. Otherwise, except as set forth in Section 2.3(b)2.3.1 and Section 2.3.2 with respect to Purchase Orders and Firm Forecasts, all Rolling Forecasts shall be for informational purposes only and a Forecast shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery binding on the first day of the forecast montheither Party.

Forecasts. In each individual Contract SupplementDuring the term of this Agreement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreementEthicon shall provide to Omrix, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii) No sooner no later than thirty (30) days prior to the first day of each calendar month, a non-binding, good faith written estimate (the "Forecast") by month following of Ethicon's quantity requirements for each Product for the Effective Date next twelve (12) months on a country-by-country basis and no later than with the last day prior to fill sizes and delivery dates SPECIFIED; provided, however, (1) the first day of such calendar month five (each such calendar month, the “First Forecast Month”5) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity months of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed binding on Ethicon and Ethicon shall submit purchase orders to apply 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 estimate set forth in amounts forecast for the last month sixth through twelfth months of such Rolling Forecast defaulting to zero (0and 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). (iv) Except as . The binding orders set forth in Section 2.3(b), all Rolling Forecasts 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 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 informational purposes only orders of Products with fill sizes and delivery dates, except that Ethicon need not provide 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 commitment number of Products which exceeds the Long Term Forecast for such products unless (i) such amount of product is within Omrix's capacity (taking into account Omrix's obligations to purchasesupply 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. All forecasted amounts Ethicon further agrees that, at least once each year, it will update in good faith the Long Term Forecast for the subsequent ten (10) year period and that, as Products become available for sale which are calculated assuming delivery not set forth on the first day of Long Term Forecast, Ethicon shall add such Products to the Long Term Forecast. Ethicon's initial twelve (12) month forecast month.is attached hereto as Exhibit E.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial Upon the Effective Date, each Distributor shall provide Newco and B.Biologicals with a twelve (12) month rolling forecast of the quantity of Distributor’s estimated requirements for each Current Portfolio Product that Vylor intends to purchase from Corteva each by country and calendar month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term ProductThe Initial Forecast is attached hereto as Exhibit C and incorporated herein by reference. Each Distributor shall provide an updated twelve (12) month rolling forecast on or about the commencement of each calendar month but no later than the fifth (5th) calendar day of each such month; provided, after however, that the date such Near-Term Product has satisfied Distributors’ obligation to provide a forecast for periods beyond the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast end of the quantity Initial Term or Extended Term, as applicable, shall cease if Newco does not provide notice of such Near-Term Product that Vylor intends an intent to purchase from Corteva each renew as provided in Article 1. For the avoidance of doubt, B.Biologicals shall have no responsibility for accuracy or completeness of the twelve (12) month during rolling forecasts provided by the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both PartiesDistributors. (ii) No sooner than thirty 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 Agreement are subject to its approval of each Binding Forecast (30as defined below). Newco and, 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) days prior 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 Newco, they shall become, a binding forecast (the “Binding Forecast”) on each applicable Distributor and Releasor. In addition, if Releasor agrees to 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 Distributors agree to purchase and the Releasor agrees to deliver the Products in such quantities equal to the first day 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 request of each calendar month following the Effective Date Releasor, use commercially reasonable efforts to modify the delivery dates on the Purchase Order to accommodate reasonable scheduling of production and no later than the last day prior shipment when such modified delivery dates would not cause a Distributor to directly violate any contractual commitments to third parties with respect to the first day delivery of such calendar month (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”)Products. (iii) If an updated Rolling Forecast is not provided for a monthThe Parties shall use commercially reasonable efforts to make adjustments to the forecasts including, without limitation, the estimates set forth Binding Forecasts, and production schedules in the prior month’s Rolling Forecast consideration of market opportunities, manufacturing shutdowns, capacity constraints, maintenance turnarounds and optimization of lot sizes. All adjustments made pursuant to this Section 2.3(iii) shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0)writing and signed by Releasor and Distributor. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may The Parties agree on to work together in good faith to prepare for the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial forecast Commercial Launch of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Finished Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. a) Approximately six (ii6) No sooner than thirty (30) days months prior to the first day of each the calendar quarter in which the Commercial Launch of the Finished Product is projected by the Parties to occur, Buyer shall provide MonoSol with a twelve (12) month non-binding forecast of Buyer quantity requirements of the Finished Product to prepare for Commercial Launch of, and for the twelve (12) months of sales following the Effective Date and no later than the last day prior to the first day of such calendar month (each such calendar monthCommercial Launch of, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen Finished Product (18)-month forecast of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, collectively the “Rolling ForecastsLaunch Requirements”). b) To the extent the purchase order specifies delivery dates for the Finished Product that are at least ninety (iii90) If an updated Rolling Forecast is days after the date of purchase order issuance, not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day excess of the forecast monthsupplied 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 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 Parties 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, materially in excess of the forecast supplied under 4.1 (a) or 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) No less than one hundred twenty (120) days prior to the estimated date that the Commercial Launch of the Finished Product is projected to occur, Buyer shall provide MonoSol with a binding purchase order for its Launch Requirements of the Finished Product and a 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) months following the period for which the purchase order is made, provided that no forecasts or orders need be given for any period after the term of this Agreement. Buyer forecasts and orders shall reflect its good faith expectations of customer demand and Buyer shall act in a commercially reasonable manner to schedule orders to avoid creating production capacity problems for MonoSol. All purchase orders will be made and fulfilled in batch size quantities only.

Forecasts. In each individual Contract Supplement(a) SunPower’s nonbinding, Corteva and its Affiliates and Vylor and its Affiliates may agree on the respective forecast and order requirements and limitations applicable for deliveries of Subject Products under the respective Contract Supplement. Absent such separate agreement, the following shall apply: (i) Schedule II sets forth Vylor’s initial good-faith annual forecast of the quantity its anticipated requirements of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term ProductProducts through December 31, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that 2023 is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast attached as agreed to by both Parties. (ii) No sooner than thirty (30) days prior to the first day Exhibit D. On or before Wednesday of each calendar month following week during the Effective Date and no later than the last day prior Term, SunPower shall deliver to the first day of such calendar month (each such calendar month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month Enphase a rolling forecast of its anticipated requirements of Products for the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially in the form of Schedule II (together with the Initial Current Portfolio Product Forecast, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last 12-month of such Rolling Forecast defaulting to zero (0). (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery period beginning on the first day of the next calendar week (“Rolling Forecast”). The Rolling Forecast will include two components: (1) a weekly rolling forecast month(“Weekly Rolling Forecast”) of SunPower’s anticipated requirements for purchasing Products for the 6-month period beginning on 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 1 of a given year, 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 is non-binding. (b) SunPower may order more than 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 be included as a deficiency in calculating on-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 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 (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 (regardless of any quantities purchased from Third Parties). (d) With respect to any Purchase Orders which result in purchases in excess of [***] but less than [***] of the Weekly Rolling Forecast, the Delivery Lead Time for the excess amount requested will be automatically increased to [***] weeks. With respect to any Purchase Orders which result in purchases in excess of [***] of the 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 Delivery Lead Time.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on CMC shall provide Cabot with forecasts (the respective forecast and order requirements and limitations applicable for deliveries "Forecasts") of Subject Products under the respective Contract Supplementquantities of Fumed Metal Oxides that CMC expects to purchase from Cabot (the "Forecasted Quantities"). Absent such separate agreementThe Forecasts shall identify by grade, the Forecasted Quantities and the Cabot facility or facilities that will produce and deliver to CMC such Forecasted Quantities (including the volume to be made at each plant). CMC shall provide the following shall applyForecasts to Cabot: (ia) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen not more than sixty (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii60) No sooner but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the first day Term, a Forecast indicating the Forecasted Quantity for each month of each 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 following may not exceed the Effective Date and no later Forecasted Quantity for the previous month by more than the last day [ ]%; (b) not more than sixty (60) but not less than thirty (30) days prior to each July 1 and January 1 during the first day of Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such calendar month July 1 and January 1 (each such calendar month, the “First Forecast Month”"Six Month Forecast"); (c) and no not more than sixty (60) but not less than thirty (30) days prior to each July 1, a one time per month(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, Vylor shall provide Corteva an eighteen (18)-month forecast 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 CMC shall provide Cabot with a revised eighteen (18) Month Forecast for the remainder of the quantity eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after CMC becomes aware of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including any material changes to such 18 Month Forecast. For the First Forecast Monthpurposes of this Agreement, substantially in Forecasts delivered by CMC to Cabot after the form execution hereof shall, upon the effectiveness of Schedule II (together with the Initial Current Portfolio Product Forecastthis Agreement, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply have been delivered hereunder. With respect to planned shutdowns of Cabot's manufacturing facilities, the parties shall work together and cooperate with the estimate set forth in the last month of such Rolling Forecast defaulting each other regarding necessary adjustments to zero (0)forecasts and delivery schedules hereunder. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.

Forecasts. In each individual Contract SupplementARADIGM shall submit to SIGMA-TAU within ninety (90) days following the Processing of the process validation lots as described in the Development Plan, Corteva and its Affiliates in any event not later than nine (9) months prior to the anticipated first commercial sale, and Vylor and its Affiliates may agree on thereafter no later than the respective forecast and order requirements and limitations applicable for deliveries fifth (5th) business day of Subject Products under every month during the respective Contract Supplement. Absent such separate agreement, the following shall applyTerm: (ia) Schedule II sets An eighteen (18) month rolling forecast (“Forecast”) organized by months and Product stock keeping units setting forth Vylor’s initial forecast of the quantity quantities of each Current Portfolio Product that Vylor intends ARADIGM expects to purchase from Corteva each month SIGMA-TAU during the eighteen (18)-month period following commencing with the Effective Date beginning of said month. Each Forecast shall constitute a binding commitment of ARADIGM to purchase the percentages of Products detailed in Table 3.1, below, pursuant to Firm Orders. (the b) A thirty six (36) month rolling forecast (“Initial Current Portfolio Product Long Range Forecast”)) organized by months (except for the 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. For any NearEach Long Range Forecast shall be non-Term Productbinding on ARADIGM, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor provided that ARADIGM shall promptly deliver its initial forecast be required to purchase at least that percentage of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during of the eighteen (18)-month period starting from Products specified in the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed follows: ARADIGM shall make all Forecasts and Long Range Forecasts in good faith given market and other information available to by both PartiesARADIGM. Purchase Orders. (iic) No sooner than thirty ARADIGM shall purchase Product solely by making Firm Orders, submitted in the 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 (30provided 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 first day scheduled Delivery date of each calendar Product attributable to such month following (including, for clarity, at any time after ARADIGM has submitted a Firm Order but no less than forty-five (45) days prior the Effective Date and no later than the last day prior to the first day scheduled Delivery of such calendar month (each such calendar ordered Product); provided, however, that if, with respect to any month, the “First Forecast Month”) and no more than one time per month, Vylor shall provide Corteva an eighteen (18)-month forecast ARADIGM orders any Product in excess of [*****] of the quantity of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including the First Forecast Month, substantially set forth in the form binding portion of Schedule II (together with the Initial Current Portfolio Product Forecast most recently submitted for such month, SIGMA-TAU shall 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 “Rolling Forecasts”quantity indicated in the Forecast). (iiid) If an updated Rolling ARADIGM shall submit each Firm Order to SIGMA-TAU in connection with its submission of the Forecast for which the month in which ARADIGM desires Delivery of the Product is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply with the estimate set forth in the last third month of such Rolling Forecast defaulting and at least ninety (90) days prior to zero such requested Delivery date. All Purchase Orders shall include, in addition to the number of Batches, the territories to which the Product will be Delivered. SIGMA-TAU shall, within five (0)5) business days after receiving each Firm Order provide a receipt notification to ARADIGM. Within ten (10) days of receiving each Firm Order, SIGMA-TAU shall accept in writing such Firm Order. (ive) Except as set forth 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 change, 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 Section 2.3(b)quantity of Products, all Rolling Forecasts required delivery date, SIGMA-TAU shall be for informational purposes only and use Commercially Reasonable Efforts to comply with such changes but shall not be a commitment liable for its inability to purchasedo so. All forecasted amounts are calculated assuming delivery on [*****] Confidential portions of this document have been redacted and filed separately with the first day of the forecast monthSecurities and Exchange Commission.

Forecasts. In each individual Contract Supplement, Corteva and its Affiliates and Vylor and its Affiliates may agree on CMC shall provide Cabot with forecasts (the respective forecast and order requirements and limitations applicable for deliveries "Forecasts") of Subject Products under the respective Contract Supplementquantities of Fumed Silica that CMC expects to purchase from Cabot (the "Forecasted Quantities"). Absent such separate agreementThe Forecasts shall identify by grade, the Forecasted Quantities and the Cabot facility or facilities that will produce and deliver to CMC such Forecasted Quantities (including the volume to be made at each plant). CMC shall provide the following shall applyForecasts to Cabot: (ia) Schedule II sets forth Vylor’s initial forecast of the quantity of each Current Portfolio Product that Vylor intends to purchase from Corteva each month during the eighteen not more than sixty (18)-month period following the Effective Date (the “Initial Current Portfolio Product Forecast”). For any Near-Term Product, after the date such Near-Term Product has satisfied the Near-Term Launch Criteria, Vylor shall promptly deliver its initial forecast of the quantity of such Near-Term Product that Vylor intends to purchase from Corteva each month during the eighteen (18)-month period starting from the date that is at least six months after the date of delivery of such initial forecast, unless otherwise agreed by Corteva in writing. If the Parties enter into a Contract Supplement after the Effective Date, such Contract Supplement shall contain the Initial Current Portfolio Product Forecast as agreed to by both Parties. (ii60) No sooner but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the first day Term, a Forecast indicating the Forecasted Quantity for each month of each 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 following may not exceed the Effective Date and no later Forecasted Quantity for the previous month by more than the last day 20%; (b) not more than sixty (60) but not less than thirty (30) days prior to each July 1 and January 1 during the first day of Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such calendar month July 1 and January 1 (each such calendar monththe "Six Month Forecast"); CABOT MICROELECTRONICS CORPORATION CONFIDENTIAL - CABOT CORPORATION CONFIDENTIAL _________, the “First Forecast Month”_________ (c) and no not more than sixty (60) but not less than thirty (30) days prior to each July 1, a one time per month(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, Vylor shall provide Corteva an eighteen (18)-month forecast 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 CMC shall provide Cabot with a revised eighteen (18) Month Forecast for the remainder of the quantity eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after CMC becomes aware of each Subject Product that Vylor estimates in good faith that it will purchase from Corteva from and including any material changes to such 18 Month Forecast. For the First Forecast Monthpurposes of this Agreement, substantially in Forecasts delivered by CMC to Cabot after the form execution hereof shall, upon the effectiveness of Schedule II (together with the Initial Current Portfolio Product Forecastthis Agreement, the “Rolling Forecasts”). (iii) If an updated Rolling Forecast is not provided for a month, the estimates set forth in the prior month’s Rolling Forecast shall be deemed to apply have been delivered hereunder. With respect to planned shutdowns of Cabot's manufacturing facilities, the parties shall work together and cooperate with the estimate set forth in the last month of such Rolling Forecast defaulting each other regarding necessary adjustments to zero (0)forecasts and delivery schedules hereunder. (iv) Except as set forth in Section 2.3(b), all Rolling Forecasts shall be for informational purposes only and shall not be a commitment to purchase. All forecasted amounts are calculated assuming delivery on the first day of the forecast month.