Common use of Planning Forecast Clause in Contracts

Planning Forecast. Within [ * ] after the Effective Date, and continuing to be updated on or before [ * ] of each calendar year thereafter, BLS shall provide Alexza with a written [ * ] sales Unit forecast, by [ * ], of BLS’ requirements for the Product on a [ * ] basis. This forecast shall be for capacity planning purposes only and shall not, constitute a firm order or have any binding effect. The Parties shall review the forecast on not less than a [ * ] basis to assess the available Manufacturing capacity of Alexza (currently estimated at approximately [ * ] Units). (a) To the extent that the forecast quantities are expected to exceed the then existing available capacity of Alexza at its facility in [ * ], the Parties shall meet and discuss in good faith whether to expand Alexza’s then current Manufacturing capacity up to the maximum estimated capacity. In the event Alexza has committed to expand its Manufacturing capacity up to the maximum estimated capacity based on BLS’ planning forecast, BLS shall notify Alexza at least [ * ] in advance with respect to any material increase of its supply forecast and Alexza shall not be deemed in breach of this Agreement for its inability to supply such increased amount of Product due to the capacity constraints under such capacity expansion plan for the period in which Alexza had less than [ * ] notice of any material increase of BLS’ supply forecast that would impact capacity planning as long as Alexza is using Commercially Reasonable Efforts in carrying out the capacity expansion plan adopted based on BLS’ original planning forecast. (b) In addition, to the extent that the forecast quantities are expected to exceed the then maximum Manufacturing capacity (including expansion) in [ * ], the Parties shall discuss whether to select and qualify an additional Manufacturing facility or undertake other alternatives. In the event Alexza has committed to qualify an additional Manufacturing facility or undertake other alternatives based on BLS’ planning forecast, BLS shall notify Alexza at least [ * ] in advance with respect to any material increase of its supply forecast and Alexza shall not be deemed in breach of this Agreement for its inability to supply such increased amount of Product due to the capacity constraints under the capacity expansion plan for the period in which Alexza had less than [ * ] notice of any material increase of BLS’ supply forecast that would impact capacity planning as long as Alexza is using Commercially Reasonable Efforts in carrying out the capacity expansion plan adopted based on BLS’ original planning forecast. (c) Subject to Section 2.3(a) and Section 2.3(b) above, as the case may be, Alexza is [ * ] to Manufacture and supply the Product to BLS in accordance with this Agreement [ * ].

Planning Forecast. Within [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. 2.3.1. During the Term, [ * ], CUSTOMER shall provide EQ with a rolling [ * ] forecast (“Rolling Forecast”) indicating its expected needs of Product [ * ] ([ * ]) going forward. The [ * ] period following the date of the Rolling Forecast ([ * ]) shall be considered binding (“Binding Forecast”) for both Parties after the Effective Dateissuance of such Binding Forecast by CUSTOMER according to Section this Section 2., and continuing the following [ * ] period ([ * ]) as non-binding for each Party (“Non-binding Forecast”) unless Section 2.3.3. is applicable. The initial Rolling Forecast is attached hereto as Schedule 1, and each subsequent update will be due on [ * ]. 2.3.2. EQ shall review each update to the Rolling Forecast and assess if it is able or not to Manufacture or otherwise supply all CUSTOMER needs for Product in accordance with the then Binding Forecast and assuming that the remainder of the Rolling Forecast will become binding in time as contemplated by this Agreement.. In the event that, upon receipt of a Rolling Forecast, EQ anticipates that it shall not be updated on able to Manufacture or before otherwise supply all CUSTOMER needs for Product, EQ shall inform CUSTOMER in writing within [ * ] of each calendar year thereafterthe receipt of said updated Rolling Forecast, BLS and CUSTOMER shall provide Alexza with a written then be entitled to obtain from alternative suppliers the amount of Product which EQ has indicated that it would not be able to Manufacture or otherwise supply. 2.3.3. Non-Binding Forecasts given by CUSTOMER shall be made in good faith, [ * ]. For clarity, as [ * ] sales Unit forecast, of the Non-binding Forecast becomes [ * ] of the Binding Forecast it will automatically become binding except to the extent CUSTOMER increases to the amount forecast for such quarter by [ * ], of BLS’ requirements for ) or more over the Product on a [ * ] basis. This forecast shall be for capacity planning purposes only and shall not, constitute a firm order or have any binding effectprevious Non-Binding Forecast. The Parties shall review agree to discuss as soon as is practicable any such overage, and EQ will use reasonable efforts to fulfill such overage or any other additional Product requirement not contemplated by the forecast on not less than a [ * ] basis to assess the available Manufacturing capacity Binding Forecast of Alexza (currently estimated at approximately [ * ] Units)CUSTOMER. (a) To the extent that the forecast quantities are expected to exceed the then existing available capacity of Alexza at its facility in [ * ], the Parties shall meet and discuss in good faith whether to expand Alexza’s then current Manufacturing capacity up to the maximum estimated capacity. In the event Alexza has committed to expand its Manufacturing capacity up to the maximum estimated capacity based on BLS’ planning forecast, BLS shall notify Alexza at least [ * ] in advance with respect to any material increase of its supply forecast and Alexza shall not be deemed in breach of this Agreement for its inability to supply such increased amount of Product due to the capacity constraints under such capacity expansion plan for the period in which Alexza had less than [ * ] notice of any material increase of BLS’ supply forecast that would impact capacity planning as long as Alexza is using Commercially Reasonable Efforts in carrying out the capacity expansion plan adopted based on BLS’ original planning forecast. (b) In addition, to the extent that the forecast quantities are expected to exceed the then maximum Manufacturing capacity (including expansion) in [ * ], the Parties shall discuss whether to select and qualify an additional Manufacturing facility or undertake other alternatives. In the event Alexza has committed to qualify an additional Manufacturing facility or undertake other alternatives based on BLS’ planning forecast, BLS shall notify Alexza at least [ * ] in advance with respect to any material increase of its supply forecast and Alexza shall not be deemed in breach of this Agreement for its inability to supply such increased amount of Product due to the capacity constraints under the capacity expansion plan for the period in which Alexza had less than [ * ] notice of any material increase of BLS’ supply forecast that would impact capacity planning as long as Alexza is using Commercially Reasonable Efforts in carrying out the capacity expansion plan adopted based on BLS’ original planning forecast. (c) Subject to Section 2.3(a) and Section 2.3(b) above, as the case may be, Alexza is [ * ] to Manufacture and supply the Product to BLS in accordance with this Agreement [ * ].