Common use of Forecasts Clause in Contracts

Forecasts. Within thirty (30) days 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 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 month thereafter, Aptevo will provide a new Forecast for the twenty-four (24) months commencing with the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a month, the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the second through seventh months of the prior Forecast and the Semi-Binding Forecast shall be comprised of the eighth through tenth months of the prior Forecast. The Forecast must include sufficient detail to identify planned purchases per month for twenty four (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 following six (6) months to be updated on a monthly basis. With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecast.

Forecasts. Within thirty (30) days [* * *] after the Effective TimeDate, Aptevo will provide Emergent with Paratek shall submit to Almac a written, non-binding forecast of Batch purchases by clinical supply of the Product that Paratek anticipates ordering from Almac during the [* * *] period (broken down by month for and, if applicable, country in the Territory) following twenty-four (24) months; provided that the number date 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 six (6) months of which such forecast and Paratek 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 (update such forecast on a Product-by-Product basis) for the same month in the immediately preceding submitted Forecast rolling [* * *] basis every [* * *] thereafter (each, a “Semi-Binding Rolling Clinical Forecast”) until Paratek no longer requires any clinical supply of the 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. By Paratek shall place purchase orders for at least the end quantity of the Product specified in the first [* * *] of each month thereafter, Aptevo will provide a new such Rolling Clinical Forecast for the twenty-four or Rolling Commercial Forecast (24) months commencing with the very next calendar month (a rolling forecast)such period, the first six (6“Firm Forecast Period”) months and the remaining [* * *] of which such forecast shall be a Binding Six Month good faith estimate and shall be non-binding, 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 Product specified in the first [* * *] of each Rolling Clinical Forecast and months seven (7) through nine (9) of which will be a Semi-Binding or Rolling Commercial Forecast. If Aptevo does not provide a new Forecast by In the end event that Paratek and Almac agree that Almac or its Affiliate will perform the secondary packaging of a monththe Product, the last Parties will discuss, in good faith, amending the Firm Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised Period for purchase orders 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 Product to 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 appropriately reflect such Forecast (a “Feasibility Opinion”) and a proposed schedule of Manufacturing dates for the following six (6) months additional service 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 conducted in an Almac facility in the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding ForecastUnited States.

Forecasts. Within thirty (30) days Promptly after the Effective TimeDate, Aptevo will or upon release of an Assay for a Cartridge, as applicable, Zomedica agrees to provide Emergent with to Qorvo a written, nongood faith rolling 24-binding month 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 Zomedica’s required quantities of the Minimum Batch Size as set forth on Schedule B Products (a by Assay type) (the “Forecast”). After delivery of the initial Forecast, Zomedica will update the Forecast on a calendar quarterly basis and deliver such Forecast to Qorvo no later than the first six (6) day of each calendar quarter. The quantities of each type of Product forecasted to be ordered in the first [*] months of which shall each Forecast will be binding on Aptevo and cannot the Parties. The quantities of each type of Product forecasted to be changed ordered in subsequent Forecasts (a “Binding Six Month Forecast”) and months seven (7) through nine (9) [*] of which may each Forecast will be increased binding on the Parties, subject to Zomedica’s right to increase or decreased decrease the quantities of any type of Product forecasted to be ordered in such months [*] by Aptevo by an aggregate total of no more than twenty-five percent (25%) 20% per type of Product from the previously forecasted amount for such Product in any subsequent update of the number Forecast. Similarly, the quantities of Vials each type of Product (on a Product-by-Product basis) for the same month forecasted to be ordered in the immediately preceding submitted Forecast (each, a “Semi-Binding Forecast”). By the end months [*] of each month thereafter, Aptevo will provide a new Forecast for the twenty-four (24) months commencing with the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast 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 end of a month, the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised previously forecasted amount for such Product in any subsequent update 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 remaining months [*] of any Forecast must include sufficient detail will be non-binding on the Parties. Qorvo will establish an inventory of Sensor Modules based on each Forecast. Except in the event that (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 identify planned purchases per month 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 twenty four (24) monthsthe 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. Upon 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, Emergent will provide an indication of Emergent’s ability Forecast to meet notify Zomedica that a Forecast is not in conformance with this Section 7.2 (Forecasts). If Qorvo fails to object to or reject any Forecast within such 10 Business Day period on the basis that such Forecast does not conform with this Section 7.2 (a “Feasibility Opinion”) Forecasts), then Qorvo will be deemed to 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 a proposed schedule of Manufacturing dates for replaced with an asterisk [*], has been filed separately with the following six (6) months to be updated on a monthly basis. With respect to Emergent, all Forecasts Securities and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding ForecastExchange Commission.]

Forecasts. Within thirty On or prior to the tenth (3010th) days after Business Day of each Calendar Quarter during the Effective TimeTerm, Aptevo Licensee will provide Emergent the Licensor with a written, non-binding written forecast of Batch purchases by estimated quantities of Product by month for that the following Licensee anticipates ordering from the Licensor during the next twenty-four (24) months; month period commencing upon the following Calendar Quarter (the "Forecast"). In order to assist in the planning of production runs for the Products, Licensee will provide an initial Forecast to 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 number range of Vials 150,000 Units to 250,000 Units of Product for the first twelve (12) months of such forecast). The Initial Forecast will be updated on or prior to the tenth (10th) Business Day of each Product forecasted for each month following Calendar Quarter and such updated Forecast in accordance with this Section 5.1 will be specified promptly delivered to the Licensor by the Licensee. The quantity of Product set forth in integer the 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 non-binding estimates for planning purposes. The Licensee will forecast the volume of Products comprising full batch and in multiples of the Minimum Batch Size batch quantities, as such quantities are set forth on Schedule B (a “Forecast”)8.1. Each Forecast will be made by the Licensee in good faith, the first six (6) months taking into account reasonable projections 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) demand for the same month Products including, without limitation, demand in the immediately preceding submitted Forecast (each, a “Semi-Binding Forecast”). By the end of each month thereafter, Aptevo will provide a new Forecast for the twenty-four (24) months commencing line with the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a month, the last Forecast provided shall become the new and most recent Forecastprescription trends, and the Binding Six Month Forecast shall be 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 Forecastallowing for reasonable safety stock. The Forecast must include Licensor shall use its Commercially Reasonable Efforts to ensure sufficient detail to identify planned purchases per month for twenty four (24) months. Upon receipt of each Forecast, Emergent will provide an indication of Emergent’s ability manufacturing capacity to meet such Forecast (a “Feasibility Opinion”) and a proposed schedule of Manufacturing dates for the following six (6) months to be updated on a monthly basis. With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecast.

Forecasts. Within thirty (30) days after On the Effective TimeDate, Aptevo will Buyer shall provide Emergent Seller with a writtenwritten 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 of the succeeding 24 calendar months thereafter. Thereafter, nonnot later than 30 days prior to the commencement of each subsequent calendar quarter during the Term, Buyer shall provide Seller with a rolling 24-binding calendar month forecast of Batch purchases by Product by month for the following twentySupplied Product that covers the succeeding 24-four calendar month period (24or the period until the expiration of the Term, as applicable, if shorter), with the forecast for all 24 months to be provided on a monthly basis and further broken down by type of Supplied Product (including relevant NDC) months; provided that the and number of Vials units of each type of Supplied Product forecasted for (each such 24-calendar month will be specified in integer multiples of the Minimum Batch Size as set forth on Schedule B (forecast, a “Forecast”), . Each Forecast (and ultimate Purchase Order) shall not exceed the upper or lower quantities by more than the following: (a) for the first six (6) through sixth months of which the applicable Forecast (and ultimate Purchase Orders), +/- 0%; (b) for the seventh through ninth months of 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 Forecast and the +/- [REDACTED] deviation allowance for the 10th through 24th month Forecast shall be binding on Aptevo and cannot be changed set out the ultimate limit for changes in subsequent Forecasts (a “Binding Six Month Forecast”) and Purchase Orders. The first six calendar 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 month thereafter, Aptevo will provide a new Forecast for the twenty-four (24) months commencing with the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast “Firm Forecast” and months seven (7) through nine (9) shall represent a binding commitment of which will be a Semi-Binding ForecastBuyer to purchase the quantities and types of Supplied Product included therein. If Aptevo does not provide a new Forecast by the end of a month, the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the second through seventh months of the prior Forecast and the Semi-Binding Forecast shall be comprised of the eighth through tenth months of the prior Forecast. The Forecast must include sufficient detail to identify planned purchases per month for twenty four (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 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 ManufactureOtherwise, except to the extent as set forth in Section 3.1.2 below. The Project Managers2.3.1 and Section 2.3.2 with respect to Purchase Orders and Firm Forecasts, or their designees within each a Forecast shall not be binding on either Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecast.

Forecasts. Within thirty (30) days after During the Effective Timeterm of this Agreement, Aptevo will Ethicon shall provide Emergent with to Omrix, no later than the first day of each calendar month, a written, non-binding forecast of Batch purchases by Product binding, good faith written estimate (the "Forecast") by month of Ethicon's quantity requirements for each Product for the following twentynext twelve (12) months on a country-four by-country basis and with the fill sizes and delivery dates SPECIFIED; provided, however, (241) the first five (5) months of each Forecast shall be binding on Ethicon and Ethicon shall submit purchase orders to Omrix for the Products included in such five (5) month period in accordance with paragraph (b) below and (2) purchase orders submitted by Ethicon shall be for at least *** percent (***%) of the amounts forecast for the sixth through twelfth months of such Forecast (and shall not submit purchase orders for Product in excess of *** percent (***%) of the amounts forecast for each of those months, unless otherwise mutually agreed on a case-by-case basis). The binding orders set forth in Section 4.4(a)(i) and for January 2004 and February 2004 in the initial Forecast are exempt from the five (5) month prior notice requirement; provided that the number of Vials of each Product forecasted for each month will fill sizes shall be specified in integer multiples of the Minimum Batch Size as set forth on Schedule B (a “Forecast”), the first six (6) months of which Forecast attached hereto. Ethicon agrees that there shall be binding on Aptevo a five (5) month lead time for orders of Products with fill sizes and candelivery dates, except that Ethicon need not 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 provide the number of Vials of Product (on a Productcounty-by-Product basis) country breakdown for the same month quantities in the immediately preceding submitted Forecast or a binding order until three (each, a “Semi-Binding Forecast”). By the end of each month thereafter, Aptevo will provide a new Forecast for the twenty-four (243) months commencing with prior to the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a month, the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the 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 Forecastrequested delivery date. The Forecast must include sufficient detail to 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 following six (6) months to shall be updated on a rolling monthly basis; provided that new Forecasts cannot change the binding five (5) month portion of the Forecast. With Notwithstanding anything to the contrary herein, the Parties agree that, with respect to Emergentthe Hemostatic Pad Product and any Improved Products, all Forecasts the lead-time for forecasts may be different than five months and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except shall be mutually agreed by the Parties prior to the extent commercial production of those products. In addition, notwithstanding anything to the contrary herein, Omrix shall not be obligated to supply a 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 supply Quixil to third parties in other territories) or (ii) Ethicon provides Omrix with at least three (3) years prior written notice of an increase in the Long Term Forecast. Ethicon further agrees that, at least once each year, it will update in good faith the Long Term Forecast for the subsequent ten (10) year period and that, as Products become available for sale which are not set forth in Section 3.1.2 belowon the Long Term Forecast, Ethicon shall add such Products to the Long Term Forecast. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecast.Ethicon's initial twelve (12) month forecast is attached hereto as Exhibit E.

Forecasts. Within thirty (30) days [****] 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 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-Semi- Binding Forecast”). By the end of each month [****]thereafter, Aptevo will provide a new Forecast for the twenty-four (24) months [****]commencing with the very next calendar month [****] (a rolling forecast), the first six (6) months [****]of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) [****]of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a month[****], the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the second through seventh months [****] of the prior Forecast and the Semi-Binding Forecast shall be comprised of the eighth through tenth months [****] of the prior Forecast. The Forecast must include sufficient detail to identify planned purchases per month [****] for twenty four (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 following six (6) months [****]to be updated on a monthly [****] basis. With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecast.

Forecasts. Within Commencing no later than thirty (30) days after the Effective Timeachievement by ArthroCare of milestone one (1) in section 5.1(b), Aptevo 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 month. Such forecasts shall include monthly delivery schedules. Based on the then current Forecast, ArthroCare will provide Emergent 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 writtenscheduled 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, nonArthroCare 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-binding forecast of Batch purchases by Product by month for the following twenty-four (24) monthsday period; provided that (c) shall not apply to the number of Vials of each Product forecasted three months following the Effective Date. Collagen may place additional, unforecasted Orders for each month will Licensed Products subject to ArthroCare’s acceptance, which acceptance shall not be specified in integer multiples of unreasonably withheld. Such Forecasts shall create a firm commitment on Collagen to purchase and on ArthroCare to manufacture and supply Licensed Products according to the Minimum Batch Size as set forth on Schedule B (a “Forecast”), forecast for the first six (6) upcoming two calendar months of which such Forecast and shall be accompanied by an Order for such purchases, but shall not create a binding obligation 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 Collagen 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) ArthroCare for the same remainder of such 6-month in the immediately preceding submitted Forecast (each, a “Semi-Binding Forecast”). By the end of each month thereafter, Aptevo will provide a new Forecast for the twenty-four (24) months commencing with the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a month, the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the second through seventh months of the prior Forecast and the Semi-Binding Forecast shall be comprised of the eighth through tenth months of the prior Forecast. The Forecast must include sufficient detail to identify planned purchases per month for twenty four (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 following six (6) months to be updated on a monthly basis. With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecastperiod.

Forecasts. Within thirty The Lilly Initial Forecast, prepared in good faith by Xxxxx based on Xxxxx’x then-current historical demand and estimated future demand for the Product in the Supply Territory, is set forth in Exhibit D (30Lilly Initial Forecast) days hereto, as may be updated by Xxxxx prior to or on the Closing Date and, after the Effective TimeClosing Date, Aptevo will provide Emergent with a written, non-binding forecast of Batch purchases may be modified 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 mutual agreement of the Minimum Batch Size Project Leaders in writing (including by electronic transmission such as set forth email) in accordance with Section 7.13. After the Closing Date and during the Term on Schedule B a [***] basis, Buyer shall provide to Lilly a [***]-month, written forecast for Buyer’s purchase requirements of the Product under this Agreement (such forecast and the Lilly Initial Forecast, each a “Forecast”), subject to the Lead Time and Minimum Order Quantity. The first [***] months of each Forecast (for clarity, including the Lilly Initial Forecast which constitutes the first six (6Forecast under this Agreement) months of which shall will be binding on Aptevo Buyer and cannot be changed in subsequent Forecasts (a “Binding Six Month Forecast”) Lilly for purposes of supplying the Product under this Agreement and months seven (7) through nine (9) of which may be increased or decreased by Aptevo by no more than twenty-five percent (25%) subject to Section 2.8 of the number Transition Services Agreement, supplying the Lilly Sold Product thereunder (for clarity, not binding with respect to any of Vials the services that Xxxxx may provide under the Transition Services Agreement with respect to Xxxxx’x sale of the Product (to customers), in each case, on a Productcountry-by-Product basis) for the same country, month-by-month in the immediately preceding submitted Forecast and SKU-by-SKU basis (each, a “Semi-Binding Forecast”). By ; provided that, with respect to the end non-binding portion of each month thereafterForecast (for clarity, Aptevo will provide a new Forecast for including the twenty-four (24) months commencing with the very next calendar month (a rolling forecastLilly Initial Forecast), Buyer shall not, in any subsequent Forecast, change the non-binding estimate for such month by more than the Excess Percentage from the corresponding initial estimate when such month first six (6) months appeared on any Forecast. The Lilly Initial Forecast is a good faith estimate and shall not be used by Buyer to allege that Xxxxx has failed to fulfill its obligations hereunder or under the Transition Services Agreement with respect to sales of which shall be a Binding Six Month the Product to customers. For avoidance of doubt, the Forecast and months seven (7) through nine (9) of which includes Product that will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast sold by Lilly or its Affiliates under the end Transition Services Agreement and Product that will be sold by or on behalf of a month, Buyer outside of the last Forecast provided shall become the new and most recent ForecastTransition Services Agreement, and the Binding Six Month Forecast shall available Product will be comprised of allocated for such purposes pursuant to mutual agreement by 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 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 following six (6) months to be updated on a monthly basis. With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding ForecastParties.

Forecasts. Within thirty (30) days Promptly after the Effective TimeDate, Aptevo will provide Emergent with and thereafter at --------- least ten (10) days prior to the first day of each succeeding calendar month during the Term, Xxxxxx shall submit to Gensia Sicor a written, non-binding written rolling forecast of Batch purchases by Product (a "Twelve Month Forecast") estimating by month Xxxxxx'x purchase requirements for the Products, by NDC, for the following twenty-four twelve (2412)-month period. The first, second and third months of a Twelve Month Forecast represent a firm order (a "Three Month Firm Order") months; provided that for the number Products and shall be accompanied by a purchase order. Upon receipt of Vials of each Product forecasted for each a new Twelve Month Forecast, the fourth month will be specified in integer multiples of the Minimum Batch Size prior Twelve Month Forecast shall become a firm order as set forth on Schedule B (a “the third month of the current Twelve Month Forecast”), the first six (6) months of which . Xxxxxx 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 obligated to purchase at least *** percent (25***%) of the number Twelve Month Forecast. Gensia Sicor shall not be obligated to supply for each of Vials the three months following any Three Month Firm Order more than *** percent (***%) of Product the quantity forecasted for each of such months. Such rolling twelve (12) month forecasts shall be used by the Parties for planning purposes and shall not be binding on Xxxxxx, except as set forth in this Section 10.1. At each time the Base Sales Level for the following year is established, pursuant to Section 7.2 hereof, Xxxxxx shall submit a Product-by-Product basis) new Twelve Month Forecast for the following year for the same month in the immediately preceding submitted Forecast (eachnumber of units used to calculate such Base Sales Level, a “Semi-Binding Forecast”). By the end of each month thereafter, Aptevo will provide a new Forecast for the twenty-four (24) months commencing with the very next calendar month (a rolling forecast), the first six (6) months of which shall be subject to the restrictions described in the preceding sentences. Xxxxxx shall provide Gensia Sicor with a Binding Six Month Forecast and months seven five (75) through nine year strategic forecast for the Products on an annual basis at the same time it provides the five (95) of which will be a Semi-Binding Forecastyear business plan provided pursuant to Section 2.4 hereof. If Aptevo does not provide a new Forecast Unless otherwise specified in writing by the end of a monthGensia Sicor to Xxxxxx, the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast all forecasts shall be 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 sent by Xxxxxx to 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 following six (6) months to be updated on a monthly basis. With respect to Emergent, all Forecasts address: ______________________ *** Redacted and Feasibility Opinions are for planning purposes only Filed Separately with the Securities and do not bind Emergent to Manufacture, except to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding ForecastExchange Commission.

Forecasts. Within thirty (30a) In addition to the notice provided in Section 2.2(b), within forty-five days after following the Effective TimeDate (the “Initial Forecast”) and on or before the first day of each Calendar Quarter thereafter, Aptevo Advancis will provide Emergent with a written, non-binding forecast to Lilly Advancis’ estimate of Batch purchases by the total quantity of Product by month to be delivered for the following twenty-four (24) months; provided that Calendar Quarter and the number of Vials of each Product forecasted for each month will be specified in integer multiples remaining Calendar Quarters of the Minimum Batch Size as set forth on Schedule B Contract Period, broken down into calendar months (each a “Forecast”). For each of the first three (3) Calendar Quarters of the Initial Forecast (Q3’04, Q4’04, Q1’05), (i) Advancis will be obligated to purchase [***] of the quantities of 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 remaining Calendar Quarter, Advancis will be obligated to purchase [***] of the quantities of Product forecasted for such Calendar Quarter in the Forecast in which such Calendar Quarter was the third (3rd) Calendar Quarter of the Forecast, and [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Lilly will be obligated to supply Advancis with quantity ordered by Advancis unless the quantity exceeds [***] of the quantities of Product forecasted for such Calendar Quarter in the Forecast in which such Calendar Quarter was the third (3rd) Calendar Quarter of the Forecast. Except as otherwise set forth in this Section 4.2 or elsewhere in this Manufacturing Agreement, the first six (6) months of which shall Parties agree that the Forecasts will be for general planning purposes only, and will not 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 Lilly 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 month thereafter, Aptevo will provide a new Forecast for the twenty-four (24) months commencing with the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a month, the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the 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 ForecastAdvancis. The Forecast must include sufficient detail to identify planned purchases per month for twenty four (24provisions of this Section 4.2(a) months. Upon receipt of each Forecast, Emergent will provide an indication of Emergent’s ability to meet such Forecast (a “Feasibility Opinion”) and a proposed schedule of Manufacturing dates for the following six (6) months to be updated on a monthly basis. With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except subject to the extent set forth maximum purchase obligations in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecast4.1.

Forecasts. Within thirty On the fifth day of each month commencing July, 1997, the Company shall submit (30i) days after a three-month forecast (each a "Short-Term Forecast") setting forth the Effective Time, Aptevo will provide Emergent with a written, non-binding forecast of Batch purchases by Product by month Company's projected requirements for Outboards for the three months commencing with the month immediately following twentythe month in which such forecast is submitted and (ii) an eight-four month forecast (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 “"Long-Term Forecast”), the first 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 eight months commencing with the fourth month following the month in which such forecast is submitted. The first month of each Short-Term Forecast shall be treated for all purposes hereof as a firm order and may vary by not more than 10% from the amount of Outboards forecasted to be purchased by the Company in such month in the immediately preceding submitted Forecast (each, a “SemiShort-Binding Forecast”). By the end of each month thereafter, Aptevo will provide a new Forecast for the twenty-four (24) months commencing with the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a month, the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the 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 Term Forecast. The forecast for the second month of each Short-Term Forecast must include sufficient detail is a forecast only and may vary by not more than 15% from the amount of Outboards forecasted to identify planned purchases per be purchased by the Company during such month in the immediately preceding Short- Term Forecast. The forecast for twenty four 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 (24as modified by the two immediately preceding sentences) monthsin the Long-Term Closing Date Forecast or the initial Long-Term Forecast with respect to the month in question. Upon Brunswick shall not be obligated to supply any Outboards ordered pursuant to any "firm order" under this Section 8 if the amount of Outboards ordered exceeds the amount of Outboards permitted to be included in the Short-Term Forecast containing such firm order (the excess of the amount 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 each Forecastinformation which reasonably leads Brunswick to conclude that such failure, Emergent will provide an indication refusal or inability is imminent. Following the occurrence of Emergent’s ability to meet 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 Forecast (a “Feasibility Opinion”) and a proposed schedule occurrence, notify the Company in writing of Manufacturing dates for such material change. In addition, Brunswick shall periodically inform the following six (6) months to be updated Company on a monthly basis. With respect to Emergent, all Forecasts timely basis of the current status of the interruption and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except as to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss anticipated duration of the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecastinterruption.

Forecasts. Within thirty (30) days after At the Effective Timetime of application for Regulatory Approval of a Product in a country, Aptevo will and [***] thereafter, Roivant shall provide Emergent with Arena a written, nongood faith 18-binding month rolling forecast of Batch purchases by anticipated orders of such Product, in Finished Product by month for the following twenty-four (24) months; provided that the number of Vials of each Product forecasted for form, to be placed during each month will be specified in integer multiples of the Minimum Batch Size as set forth on Schedule B such period (a “Forecast”), the first six broken down (6A) 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 Productcountry-by-Product basiscountry and packaging configuration-by-packaging configuration basis and (B) for the same month in the immediately preceding submitted Forecast by quantities to be sold commercially or distributed as samples or as part of a compassionate use, named patient use or indigent patient program) (each, a “Semi-Binding Forecast”” for such Product). By Each Forecast will specify, [***] during the end 18-month period covered by the particular Forecast, the amounts of Finished Product to be ordered in each month thereafter, Aptevo will provide a new 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 the twenty-four (24) months commencing with the very next calendar month (a rolling forecast)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 six (6) months month of which shall be the launch order), such [***] such Three Year Forecast (and [***]), subject to [***] therein. The requested delivery dates for each order covered by a Binding Six Month Forecast and months seven shall not be sooner than [***] months, or later than [***] months, after the order date specified in the Forecast (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a monthsuch [***]month window, the last Forecast provided shall become “Delivery Window”); provided, that, if the new and most recent ForecastParties agree, and Finished Product may be delivered sooner than [***] months after the Binding Six Month order date. The first [***] months of each such Forecast shall be comprised of a binding commitment (the second through seventh months of “Order Commitment” for the prior Forecast and applicable Finished Product for such months) on Roivant to place Purchase Orders, in each such month, to order the Semi-Binding Forecast shall applicable Finished Product in amounts [***] the amounts forecast to be comprised of the eighth through tenth months of the prior Forecast. The Forecast must include sufficient detail to identify planned purchases per ordered in such month for twenty four (24) months. Upon receipt of each Forecast, Emergent will provide an indication of Emergent’s ability to meet in such Forecast (and with delivery dates within the applicable Delivery Window), which commitment [***]. Roivant shall not (a) increase or decrease the quantity estimated for the [***] of each Forecast from the quantity estimated for the [***] of the previous Forecast, or (b) increase or decrease the quantity estimated for the [***] of each Forecast by more than [***] of the quantity estimated for the [***] of the [***] Forecast, respectively, without the prior express written consent of Arena. Each such Forecast shall otherwise be non-binding, except as provided above, but shall reflect Roivant’s good faith expectation (at the time of submitting the Forecast) of the orders of Finished Product and projected delivery dates during the 18-month period. In addition to the Forecasts described above in this 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 (each, a “Feasibility OpinionThree Year Forecast”) and a proposed schedule of Manufacturing dates for the following six (6) months to be updated on a monthly basis. With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecast).

Forecasts. Within thirty (30) days after the Effective Time, Aptevo will provide Emergent with Neos shall deliver to CPI a written, non-binding forecast of Batch purchases by Product by month for the following twenty-four (24) months; provided that month forecast (the number of Vials of “Forecast”) for each Product forecasted for each month will be specified in integer multiples on a quarterly basis during the Term. The portion of the Minimum Batch Size Forecast delivered by the 1st of October each year relating to the next calendar year will serve as set forth on Schedule B the annual forecast for the upcoming year (a “Annual Forecast”), which Annual Forecast shall (i) be consistent with the first six Minimum Annual Purchase Requirement, and (6ii) include forecasted months of which 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 therein, and the subsequent quarters shall be non-binding. Neos shall be obligated to order the Products subject to such binding on Aptevo commitment, and canupon 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 changed 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 subsequent Forecasts 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 “Binding Six Month Forecast”) and months seven (7) through nine (9) reasonable period of which may be increased or decreased time thereafter. In the event the quantity of actual Product ordered in a calendar year exceeds the Annual Forecast by Aptevo by no more greater than twenty-one hundred twenty five percent (25125%) (“Annual Additional Product”) , CPI may pass-through to Neos any price increase on a per unit basis in the active ingredients greater than twenty percent (20%) of the number of Vials of Product (price paid on a Product-by-Product basis) per unit basis by CPI for such active ingredient purchased for the same month in the immediately preceding submitted Forecast (each, a “Semi-Binding Forecast”). By the end of each month thereafter, Aptevo will provide a new Forecast for the twenty-four (24) months commencing with the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a month, the last Forecast provided shall become the new and most recent Annual Forecast, and provided that CPI provides appropriate supporting documentation including the Binding Six Month Forecast shall be comprised of purchase orders for both the second through seventh months of the prior Annual Forecast and the Semi-Binding Forecast shall be comprised of the eighth through tenth months of the prior ForecastAnnual Additional Product. The initial Annual Forecast must include sufficient detail to 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 and Forecast (a “Feasibility Opinion”) and a proposed schedule of Manufacturing dates for the following six (6) months to be updated on a monthly basis. With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent provided by Neos in connection with this Agreement is set forth in Section 3.1.2 below. The Project Managerson Exhibit 4.1, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecastattached hereto.

Forecasts. Within Commencing no later than thirty (30) days after the Effective Timeachievement by ArthroCare of milestone one (1) in section 5.1(b), Aptevo 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 month. Such forecasts shall include monthly delivery schedules. Based on the then current Forecast, ArthroCare will provide Emergent 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 writtenscheduled 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, non-binding 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 Batch purchases by Licensed Product by month for ordered that exceeds * * * of the following twenty-four (24) monthsaverage volume of such Licensed Product ordered during the preceding * * * period; provided that (c) shall not apply to the number of Vials of each Product forecasted three months following the Effective Date. Collagen may place additional, unforecasted Orders for each month will Licensed Products subject to ArthroCare's acceptance, which acceptance shall not be specified in integer multiples of unreasonably withheld. Such Forecasts shall create a firm commitment on Collagen to purchase and on ArthroCare to manufacture and supply Licensed Products according to the Minimum Batch Size as set forth on Schedule B (a “Forecast”), forecast for the first six (6) upcoming two calendar months of which such Forecast and shall be accompanied by an Order for such purchases, but shall not create a binding obligation 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 Collagen 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) ArthroCare for the same remainder of such 6-month in the immediately preceding submitted Forecast (each, a “Semi-Binding Forecast”). By the end of each month thereafter, Aptevo will provide a new Forecast for the twenty-four (24) months commencing with the very next calendar month (a rolling forecast), the first six (6) months of which shall be a Binding Six Month Forecast and months seven (7) through nine (9) of which will be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast by the end of a month, the last Forecast provided shall become the new and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the second through seventh months of the prior Forecast and the Semi-Binding Forecast shall be comprised of the eighth through tenth months of the prior Forecast. The Forecast must include sufficient detail to identify planned purchases per month for twenty four (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 following six (6) months to be updated on a monthly basis. With respect to Emergent, all Forecasts and Feasibility Opinions are for planning purposes only and do not bind Emergent to Manufacture, except to the extent set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s supply chain organization management, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecastperiod.