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 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 (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 (30i) days after On [****] and on or about each [****] and [****] between the Effective Time[****] and [****], Aptevo will Customer shall provide Emergent to Supplier (by email to the attention of Supplier’s Sales Administrator and Director of Manufacturing, with a writtencopy to Business Leader, nonSequencing) 12-binding forecast month forecasts (by month) of Batch purchases by Product by month for the following twenty-four (24) months; provided that the number of Vials of each Product forecasted its requirements for each month will be specified in integer multiples of the Minimum Batch Size as Products in the format reasonably requested by Supplier (the “Forecasts”). Supplier shall provide the recipient email addresses from time to time (by email to the attention of Customer’s VP of Operations with a copy to Director of Purchasing) and Customer acknowledges that such new email addresses shall be effective upon receipt from Supplier regardless of Section 11.a. The initial Forecast is set forth on Schedule B in Exhibit F attached hereto (a the “Initial Forecast”), ) and shall be deemed to be the [****] forecast for purposes of [****]. The first six (6) months of which each such Forecast provided in [****] shall be constitute a binding on Aptevo and cannot be changed in subsequent Forecasts obligation to purchase the specified Products (a the “Binding Six Month Forecast”) and to the extent that the specified Product being ordered is within production lead times. The second six (6) months seven of each such Binding Forecast shall be non-binding (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 “SemiNon-Binding Forecast”). By The Forecasts provided in [****] are for discussion purposes only and will not amend the end of each month thereafter, Aptevo will provide a new Forecast for the twentythen-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-current Binding Forecast. If Aptevo does not provide Each Binding Forecast will be accompanied by a new Forecast by purchase order (a “Purchase Order”) describing the end of terms, dates and delivery schedule for such purchases. Supplier shall accept each Purchase Order that complies with 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 Semiother terms of this Agreement. Supplier will use commercially reasonable efforts to supply Products ordered by Customer that are in addition to those required by the then-current Binding Forecast. For clarity, the then-current Binding Forecast shall lock in prices for the period of such Binding Forecast such that any additional Consumables ordered by Customer and supplied by Supplier during the period of such Binding Forecast shall be comprised of ordered and sold at the eighth through tenth months of the prior Forecastrelevant price indicated by such Binding Forecast in accordance with this Agreement. The Forecast must include sufficient detail to identify planned purchases per month for twenty four (24) monthsCONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. 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[****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. 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 ForecastTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE 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 The Authority shall procure that the Effective TimeGenerator shall provide to the Supplier all Relevant Electrical Output-specific information reasonably requested by the Supplier so that the Supplier can better predict the Forecasted Relevant Electrical Output. The Authority shall procure that the Generator shall, Aptevo will provide Emergent with a writtennot later than 5 Business Days prior to the commencement of each Contract Year, nonnotify the Supplier by e-binding forecast mail of Batch purchases by Product by month the Forecasted Relevant Electrical Output and the quantity of ROCs and LECs that the Generator expects to receive for each Month for the following twenty-four next Contract Year (24or until the Expiry Date, whichever is sooner) 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 Long Term Forecast”). By The Authority shall procure that the end Generator shall also, not earlier than 15 Business Days and not later than 8 Business Days prior to the start of each month thereafterMonth during each Contract Year, Aptevo will provide notify the Supplier by e-mail (with copy to the Licensed Supplier) of the Forecasted Relevant Electrical Output for each Settlement Period and the volume of ROCs and LECs that the Generator expects to receive in respect of the Relevant Electrical Output generated during that Month (even if it is the same or similar to that Forecasted by the Long Term Forecast) (“Monthly Forecast”). The Authority shall procure that the Generator shall, during each Month of each Contract Year, by 09:00 on each Thursday that is a new Forecast for Business Day (or where a Thursday is not a Business Day, on the twenty-four (24) months commencing with the very next calendar month (a rolling forecastBusiness Day before that Thursday), notify the first six Supplier by email of the Forecasted Relevant Electrical Output for each Settlement Period over the next 10 days (6including the day that such Forecast is submitted) months (“Weekly Forecast”). If, following the submission of which shall be a Binding Six Month Forecast and months seven Weekly Forecast, there is a change in the Forecasted Relevant Electrical Output (7) through nine (9or availability) of which will be the Facility of more than 2 MW (in the case of the Existing Direct PPA or, in respect of any New Direct PPA, such number of MW as is notified to the Supplier by the Authority pursuant to Paragraph 1 of Annex 1) that is Forecasted to persist for more than three consecutive hours, the Authority shall procure that the Generator shall notify the Supplier by email not more than three hours after becoming aware of such change (“Updated Forecast”). The Supplier may request and the Authority shall procure that the Generator shall provide such additional information as the Supplier may reasonably require following such notification or in the event that the Supplier becomes aware of such a Semi-Binding Forecastchange other than through notification by the Generator. If Aptevo does not provide a new Notwithstanding the above, if at any time during the Operating Period the Generator becomes aware that the Relevant Electrical Output for any Settlement Period in any Month could differ from either the Long Term Forecast or the Monthly Forecast by more than 10%, then the end Authority shall procure that the Generator shall notify the Supplier of a month, the last Forecast provided shall become the new such change and most recent Forecast, and the Binding Six Month Forecast shall be comprised of the second through seventh months revised Long Term Forecast and/or Monthly Forecast (as appropriate) forthwith by e-mail (“Revised Forecast”). The Authority shall procure that the Generator shall, on request, provide details of all of the prior Forecast factors, matters and the Semi-Binding Forecast shall be comprised circumstances taken into account in preparation of the eighth through tenth months of the prior ForecastForecasts. The Forecast must include sufficient detail to identify planned purchases per month for twenty four (24) months. Upon receipt of Authority shall procure that the Generator acts as a Reasonable and Prudent Operator in preparing 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 TimeDistributor shall deliver to Lucira sequential, Aptevo will provide Emergent with a written, non-binding forecast rolling forecasts of Batch purchases by the quantity of Product by month for the following twenty-four (24) months; provided that the number of Vials of each Product forecasted Distributor expects to order for each month will be specified in integer multiples of the Minimum Batch Size as set forth on Schedule B coming twelve (a “Forecast”), the first six (612) calendar 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 Rolling Forecast”), see Exhibit E. Distributor shall deliver the initial Rolling Forecast (for the months from January 2022 through December 2022) not later than [****]. By Thereafter, and throughout the term of this Agreement, Distributor shall deliver to Lucira a new Rolling Forecast [****] prior to the expiry of each Binding Order Period (as defined below), in which such new Rolling Forecast covers the six (6) month period following the then current Binding Order Period. Each new Rolling Forecast shall supersede the previous one. The twelve (12) calendar months of each Rolling Forecast are referred to as the “Binding Order Period”. Not less than [****] prior to the end of each month thereafter[****], Aptevo will provide Distributor shall deliver to Lucira a new Forecast for Purchase Order(s) ordering at least (but not less than) the twenty-four (24) months commencing with quantity of Product applicable to the very next following calendar month as set forth in the Rolling Forecast (a rolling forecast“Monthly Forecast Required Order”). In any case, Distributor guarantees and commits to submit Purchase Order(s) for, and to purchase, the first six (6) months total, aggregate quantity of which shall be a Product set forth in the Binding Six Month Forecast Order Period. Lucira guarantees and months seven (7) through nine (9) commits to manufacture and deliver the quantity of which will be a Semi-Product set forth in the Binding ForecastOrder Period upon receipt of the applicable Purchase Order(s). 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 ForecastSo long as Distributor is in compliance with all its obligations, and the Binding Six Month Forecast shall be comprised terms and conditions, under this Agreement, Lucira will make commercially reasonable efforts to fill Distributor’s orders in each month of the second through seventh months Binding Order Period, and upon request will [****]. If Lucira fails to fulfill the quantity 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 Product 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 any part of the Binding Six Month Order Period for which Distributor submits a Purchase Order(s), then (i) commencing on the date of such failure, Distributor shall not be required to submit a Purchase Order(s) for the quantity of Product set forth in the remaining part of the Binding Order Period (but shall remain obligated to pay for any Product already delivered), and (ii) [****] of unfulfilled Purchase Order. If Distributor (i) fails to deliver any applicable Monthly Forecast Required Order or (ii) fails to deliver a Purchase Order(s) with respect to the total, aggregate quantity of Product set forth in the Binding Order Period (each a “Binding Order Breach”), then Distributor shall be liable to Lucira in an amount equal to [****] of the total price applicable to the amount of Product set forth in the two (2) months following the Binding Order Breach as set forth in the Rolling Forecast. Distributor and Lucira acknowledge and agree that the Semi-harm caused by any Binding ForecastOrder Breach by Distributor is difficult to estimate (or is incapable of estimation) and that the amount of damages provided above is a reasonable forecast of just compensation to Lucira (and is not a penalty).

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 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 (30) Not less than [**]days after prior to the Effective Timeanticipated initial launch date of the Licensed Product, Aptevo will provide Emergent with a written, non-binding forecast of Batch purchases by Product by month for and on the following twenty-four (24) months; provided that [**] day prior to the number of Vials first Business Day of each Product forecasted for each month will be specified in integer multiples of Contract Quarter occurring during 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 Term thereafter (each, a “Semi-Binding Forecast Delivery Date”), Aratana shall provide to Pacira a rolling forecast in the format attached hereto as Appendix II, as such format may be reasonably modified from time to time by Pacira (a “Rolling Forecast”). By the end , of estimated quantities and anticipated Product Delivery Dates of units of Bulk Product in each case, for each month thereafterof the [**] successive Contract Quarters following such Forecast Delivery Date (without regard to potential expiration or termination of this Agreement). Absent earlier expiration or termination of this Agreement, Aptevo will provide a new Forecast the forecast for the twenty-four first [**] months in each Rolling Forecast shall constitute a binding commitment by Aratana to place additional Purchase Orders pursuant to Section 3.2 that, when taken together with any Purchase Orders submitted up to such date by Aratana with respect to such period, shall be consistent with such Rolling Forecast, but in no event represent less than [**] percent (24[**]%) months commencing with of the very next calendar month (a rolling forecast)amount of Bulk Product specified in such Rolling Forecast. Unless otherwise agreed by Pacira, the first six forecast with respect to any Contract Quarter in the Rolling Forecast shall not exceed [**] percent (6[**]%) months of which shall be a Binding Six Month the forecast for the immediately preceding Contract Quarter in such Rolling Forecast and months seven (7Pacira agrees to supply to Aratana at least the following quantities of Bulk Product specified in the binding portion of such Rolling Forecast as provided in Sections 3.2(b) through nine (9) and 4.1: Applicable Quarter after initial launch of which will the Licensed Product by Aratana Committed Quantity of Bulk Product to be a Semi-Binding Forecast. If Aptevo does not provide a new Forecast supplied by Pacira 1st Contract Quarter [**] % 2nd Contract Quarter [**] % 3rd Contract Quarter [**] % 4th Contract Quarter [**] % 5th Contract Quarter [**] % 6th Contract Quarter [**] % 7th Contract Quarter and thereafter [**] % Notwithstanding the end foregoing, Pacira shall only be entitled to supply less than [**]% of the amount of Bulk Product specified in the binding portion of a month, Rolling Forecast (or such lesser amount as may be specified in the last Forecast provided shall become applicable Purchase Order for such period in accordance with this Section 3.1) pursuant to the new and most recent Forecast, and table above in the Binding Six Month Forecast shall be comprised event that it determines in good faith that it is no longer commercially reasonable to supply in excess 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 reduced amounts set forth in Section 3.1.2 below. The Project Managers, or their designees within each Party’s such table in light of its own 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 Forecastdemands for Bulk Product for its human health program for EXPAREL®.

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 NICE shall give Contractor a written forecast of the Products, by type, quantity and expected Due Date (30the "FORECAST") days after as follows: A Forecast shall be a rolling forecast for the current Quarter and the two (2) consecutive Quarters, detailed by week. Upon the Effective TimeDate, Aptevo will provide Emergent with NICE shall deliver a written, non-binding forecast of Batch purchases by Product by month Forecast for the following twenty-four (24) months; provided that period commencing on the number of Vials of each Product forecasted for each month will be specified in integer multiples expected completion of the Minimum Batch Size Relocation Phase for the first Product, for the current Quarter and for the next coming two Quarters and so on thereafter during the term of this Agreement. The Forecast may be updated by NICE on a weekly basis, or more frequently (at NICE' discretion). A Forecast will not be deemed to constitute a binding purchase order with respect to Products (as opposed to components and sub-assemblies, as set forth on Schedule B (a “Forecast”)in Sections 3.4, the first six (6) months 16 and 17.5 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”this Agreement). By Contractor will manufacture the end quantities 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, Products only according to specific orders and the Binding Six Month Production Lead Time. The Parties' responsibilities and undertakings arising from NICE' Forecast shall be comprised according to APPENDIX C as amended from time to time according to the provisions of this Agreement. Liability reports will be submitted by Contractor on the second through seventh months 1st of each calendar month and will need to be approved by NICE. It is clarified for the prior Forecast avoidance of doubt, that in any event, any and all purchase obligations of NICE with respect to Products (as opposed to components and sub-assemblies) are limited in any given time during the term of this Agreement, to the PO's only. Contractor (with NICE' participation) will implement, at its own expense, a full process of Demand Flow Technology, including: (I) Product Synchronization; (II) Sequence of Events; (III) Mix Model; (IV) Demand of Capacity & Take Time; (V) Operations grouping; (VI) Line Design & Balancing. This process will help to determine the Sub Assembly Lead Time and the Semi-Binding Forecast Production Lead Time. It is clarified that any change in the Production Lead Time detailed in this Agreement shall be comprised require NICE' prior written approval; any change in the Sub Assembly Lead Time detailed in this Agreement as a result of which 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 maximum Sub Assembly Lead Time 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 managementrelevant sub-assembly exceeds 30 Days, shall meet monthly in person or by teleconference to discuss the Forecast and the Binding Six Month Forecast and the Semi-Binding Forecastrequire NICE' prior written approval.