Forecast: with respect to the following [***]-month period, a good faith forecast of Biodesixs anticipated demand for Product for each calendar month during the period, which approximates, as nearly as possible, based on information available at the time to Biodesix, the Orders Biodesix reasonably expects to place in these future calendar months.
Kansas Lab: the CLIA-licensed laboratory at 8960 Commerce Drive, Building #6, De Soto, Kansas 66018, USA.
Losses: has the meaning given in clause 12.1.
Oncimmune Indemnitees: has the meaning given in clause 12.2.
Order Number: the reference number to be applied to an Order by Oncimmune in accordance with clause 4.4.
Personnel: agents, employees, contractors or subcontractors engaged or appointed by Oncimmune or Biodesix, as the case may be.
PCA: that certain Purchase and Commercialization Agreement, dated as of June 27, 2019, by and between Oncimmune and Biodesix.
Product: the product set out in Schedule 1, and referred to in multiple quantities as Products.
Price: has the meaning given in clause 9.1.
Purchase Order: purchase order for Product submitted by Biodesix in accordance with clause 4.
Representatives: a partys affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors and permitted assigns.
Supplier: Oncimmune Limited.
Supply Failure means the failure during any rolling [***]-month period, to deliver [***] of the Product the subject of Purchase Orders over that [***]-month period within [***] days of the expected Delivery Date.
Term: the term of the Agreement, as determined in accordance with clause 15.1.
Test: has the meaning set forth in the PCA.
Third-Party Claim: has the meaning given in clause 12.1.
VAT: value added tax, or any equivalent tax, chargeable in the UK or elsewhere.
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Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.