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Forecasts
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Forecasts. Distributor shall deliver to Lucira sequential, written, rolling forecasts of the quantity of Product that Distributor expects to order for each of the coming twelve (12) calendar months (each, a “Rolling Forecast”), see [Exhibit E]. Distributor shall deliver the initial Rolling Forecast (for the months from January 2022 through December 2022) not later than ​. 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 ​, Distributor shall deliver to Lucira a Purchase Order(s) ordering at least (but not less than) the quantity of Product applicable to the following calendar month as set forth in the Rolling Forecast (“Monthly Forecast Required Order”). In any case, Distributor guarantees and commits to submit Purchase Order(s) for, and to purchase, the total, aggregate quantity of Product set forth in the Binding Order Period. Lucira guarantees and commits to manufacture and deliver the quantity of Product set forth in the Binding Order Period upon receipt of the applicable Purchase Order(s). So long as Distributor is in compliance with all its obligations, and the terms and conditions, under this Agreement, Lucira will make commercially reasonable efforts to fill Distributor’s orders in each month of the Binding Order Period, and upon request will ​.

Forecasts. Within ​, Abbott shall provide [[Surmodics:Organization]] with a good faith estimate of ​ order volume to support the commercial launch of the Product in the European Union, and thereafter shall update such good faith estimate from time to time until Abbott provides the first Forecast. Within ​, Abbott shall provide [[Surmodics:Organization]] with a good faith estimate of ​ order volume to support the commercial launch of the Product in the United States, and thereafter shall update such good faith estimate from time to time until Abbott provides the first Forecast that contains any of the U.S. Launch Quantity (defined below). Commencing ​ in advance of the first day of the calendar month in which the commercial launch of the Product in any country in the Territory is expected to occur (such date that is ​ in advance, the “Commercial Forecast Commencement Date”), and prior to the first day of each calendar month thereafter during the Term, Abbott shall provide [[Surmodics:Organization]] a rolling ​ forecast of anticipated purchases of the Product (the “Forecast”). ​. The initial Forecast shall be accompanied by a PO for the first ​ thereof. Each subsequent Forecast shall be accompanied by a PO for the ​ of each such Forecast. Any specification of the mix of SKUs that may be reflected in the ​ of any Forecast shall be non-binding and shall not restrict the mix of SKUs in any month of any subsequent Forecast. Once a PO is placed, there shall be no further changes in the mix of SKUs for such PO without the prior express written consent of [[Surmodics:Organization]]. ​ Abbott shall reasonably identify in its Forecast the specific quantities in the specific months in such Forecast that are intended for the commercial launch of the Product in the European Union or the United States, as applicable (such identified commercial launch quantities, the “EU Launch Quantity” or the “U.S. Launch Quantity”, as applicable).

Forecasts. [[CareDx:Organization]] shall, no later than the first day of each month during the Contract Year, provide [[Illumina:Organization]] with a non-binding forecast representing [[CareDx:Organization]]’s good faith estimate of the amount of Supplied Products that [[CareDx:Organization]] expects to purchase from [[Illumina:Organization]] on a monthly basis during the Contract Year. The first two months of each such forecast shall represent a binding commitment by [[CareDx:Organization]] to purchase and [[Illumina:Organization]] to supply such amounts of Supplied Products in accordance with this Agreement.

Forecasts. To assist AgEagle, but without binding Raven in any manner, Raven may, in its sole discretion, also deliver forecasts or planning orders to AgEagle. All forecasts, planning orders or similar types of information provided by Raven are not and shall not be considered as binding or firm orders in any manner. All such forecasts, planning schedules or similar types of information provided by Raven to AgEagle are for planning purposes only and shall not create nor imply a firm or binding obligation of Raven to purchase any of the forecasted, planned or projected volumes provided therein.

Forecasts. By the end of the calendar quarter in which SAVARA submits the first Regulatory Filing for sale of the first Product (and for each calendar quarter thereafter, no later than forty-five (45) days prior to the end of such calendar quarter), SAVARA shall provide GEMA with a good-faith written forecast of the quantities of API estimated to be required from GEMA during the first full calendar quarter following the date on which such forecast is provided (“[[Unknown Identifier]]”) and the next three (3) succeeding calendar quarters (“Q2,” “[[Unknown Identifier]]” and “[[Unknown Identifier]]” respectively) (each such forecast, a “Rolling Forecast”). Each Rolling Forecast shall specify the quantity of API to be supplied. With respect to each Rolling Forecast, the forecasted quantities for [[Unknown Identifier]] shall be binding and the forecasted quantities for Q2, [[Unknown Identifier]] and [[Unknown Identifier]] shall be non-binding. Notwithstanding the provisions of this [Section 4.2], the Rolling Forecasts that SAVARA is to provide hereunder need not extend beyond the Term. Each Rolling Forecast for API provided by SAVARA shall be in substantially the same form as [Exhibit 4.2] attached hereto or such other form as the Parties may agree in writing from time to time.

Forecasts. The Consolidated forecasted balance sheets, statements of income and statements of cash flows of the Parent Guarantor and its Subsidiaries delivered to the Lenders pursuant to [Section 3.01(a)(ix) or 5.03]3] were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the Parent Guarantor to be reasonable at the time (it being understood and agreed that any such Projections and any other forward looking information are subject to uncertainties and contingencies, some of which are or may be beyond your control, that no assurance is given that any particular Projections will be realized, that actual results may differ and that such differences may be material, and that such assumptions may, in retrospect, be deemed to have been unreasonable when made).

Annual Forecasts. As soon as available and in any event no later than 90 days after the beginning of each Fiscal Year, a reasonably detailed forecast for such Fiscal Year, in form and substance reasonably satisfactory to the General Administrative Agent.

The Purchaser will provide the Supplier with, before the fifteenth (15th) day of each calendar month, a non-binding, Production Forecast of the Purchaser’s and its Affiliates’ requirements for Product for each country in the Territory in which the Product is marketed for the next following eighteen (18) month period.

Not less than ​ prior to the first day of each Calendar Quarter (commencing with the first Calendar Quarter in which IMMEDICA orders Unlabeled Product from the LICENSOR hereunder), IMMEDICA shall prepare and provide the LICENSOR with a written forecast of its good faith estimated requirements for Unlabeled Product for each of the ​ (each a “Forecast”). IMMEDICA shall not increase or decrease the quantity estimated for ​. The quantities estimated for all subsequent quarterly periods of each Forecast shall be non-binding, and for planning purposes only. ​ IMMEDICA shall, in good faith, seek to limit its orders such that in any calendar year, it submits its entire year’s demand across ​ purchase orders.

Rolling Monthly Forecasts. Within the first ​ of each calendar month during the Term of this Agreement, Customer shall provide Supplier with a ​ rolling forecast (the “Forecast”) of its requirements of the Finished Product. ​ calendar month shall not deviate by more than ​ from the amount stated for the same month in the immediately preceding Forecast. Any larger deviations shall be subject to consent from Supplier, which shall not be unreasonably withheld.

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