Common use of Minimum Purchase Requirements Clause in Contracts

Minimum Purchase Requirements. Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, of the Agreement under Section 10(a) subsequent to [ * ], the parties shall meet in San Francisco at least [ * ] prior to the beginning of each of respective year to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ], the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.

Minimum Purchase Requirements. Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term case of years 3 and extension, if applicable, of the Agreement under Section 10(a) subsequent to [ * ]4 as described in Exhibit B, the parties shall meet in San Francisco at least [ * ] 90 days prior to the beginning of each of respective year years 3 and 4 to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any for year subsequent to [ * ]3 or 4, the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from the [ * ] or another mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] 120 days of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], ] and Distributor shall will transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.

Minimum Purchase Requirements. Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, of the Agreement under Section 10(a) subsequent to [ * ]Year 2, the parties shall meet in San Francisco at least [ * ] 90 days prior to the beginning of each of respective year to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ]Year 2, the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] 120 days of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.

Minimum Purchase Requirements. Distributor In partial consideration for the exclusive rights in the Territory in the Field being granted it under this Agreement, AngioDynamics shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, of the Agreement under Section 10(a) subsequent use reasonable efforts to [ * ], the parties shall meet in San Francisco at least [ * ] prior to the beginning of each of respective year to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ], the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) achieve the minimum purchase requirement requirements set forth in Schedule “D” hereto for the preceding year in proportion Product. Notwithstanding anything to the increase or decrease in the [ * ] (based on data from mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable contrary herein contained, AngioDynamics shall not be responsible for failing to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then achieve the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and requirements established for it hereunder if such failure is directly attributable to: (i) the failure by Bioniche to make deliver a sufficient quantity of the Product which satisfies the Specifications in response to purchase orders placed in accordance with Section 7.7 hereof; and/or (ii) an Event of Force Majeure, as defined in Section 7.10 hereof. If AngioDynamics does not achieve the minimum purchase is not cured requirements in any particular Contract Year (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall “Deficient Contract Year”), which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as SupplierBioniche’s sole remedy for Distributor’s shall be to convert the exclusive license and distributor status of AngioDynamics into a non-exclusive relationship following ninety (90) days written notice to AngioDynamics. Notwithstanding the foregoing, AngioDynamics shall be able to cure any noticed failure to meet the minimum purchase requirements hereunderby doing the following within the ninety (90) day notice period: (i) purchasing an amount of Product equal to the difference between the amount of Product actually purchased by AngioDynamics in the Deficient Contract Year and AngioDynamics’ minimum purchase requirements for the Deficient Contract Year; and (ii) purchasing an amount of Product equal to fifteen percent (15%) of its annual minimum purchase requirements for the then-current Contract Year. If AngioDynamics fully complies with (i) and (ii) above, either Bioniche shall have no right to convert the appointment exclusive license and distributor status of Distributor from exclusive to AngioDynamics into a non-exclusive or relationship. Any amount of Product purchased pursuant to terminate this Agreement(i) above shall not apply to the minimum purchase requirements of the then-current Contract Year, but the amount of Product purchased pursuant to (ii) above shall apply to the minimum purchase requirements of the then-current Contract Year. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), that a Second Entry Product enters the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES market in the Territory and is sold in the Field at any time during the Term, any annual minimum purchase requirements agreed to Supplierhereunder shall be automatically reduced by fifty percent (50%). Such decrease shall be on a going forward basis only, with a pro rata effect being calculated for any partial Contract Year.

Minimum Purchase Requirements. Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, case of the Agreement under Section 10(a) subsequent to [ * ]] as described in Exhibit B, the parties shall meet in San Francisco at least [ * ] prior to the beginning of each of respective year [ * ] to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to for [ * ], the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from the [ * ] or another mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], ] and Distributor shall will transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.

Minimum Purchase Requirements. Distributor During each quarter of the twelve month period commencing on the Commercialization Date and during such twelve month period, Quantech shall make purchase, and Diametrics shall manufacture and sell, (a) at least sixty percent (60%) of the minimum annual purchase quantity of Products established Components for the applicable quarter, and (b) one hundred percent of the aggregate minimum quantity of Components for such twelve month period, respectively, as set forth in Exhibit BD. During the two subsequent twelve (12) month periods hereunder, unless the Agreement has become coexclusive. In the period within the fixed term Quantech shall purchase, and extensionDiametrics shall manufacture and sell, if applicable, a minimum quantity of Components having an aggregate purchase price equal to * of the Agreement under Section 10(aaggregate purchase price of the actual purchases of Components during the preceding twelve (12) subsequent to [ * ]month period, provided, however, that in any event, the parties shall meet in San Francisco at least [ ---------- * ] prior Indicates that material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the beginning of each of respective year to discuss market conditions and appropriate SEC. minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ], the minimum annual purchase requirement for a subsequent twelve (12) month period will be no less than * of the previous twelve (12) month's minimum purchase requirement (measured in terms of aggregate purchase price). During such year subsequent twelve month periods, Quantech shall be calculated increasing or decreasing (as the case may be) purchase, and Diametrics shall manufacture and sell, Components with an aggregate purchase price of at least * of the minimum purchase requirement for the preceding year any such twelve month period in proportion to the increase or decrease in the [ each quarter of such 12 month period, and * ] (based on data from mutually acceptable data provider) of the applicable product in minimum purchase requirement for such twelve month period. All such purchases shall be at the Territory. In the event Supplier is unable pricing set forth on Exhibit C. If Quantech fails to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then meet any of the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable requirements established pursuant to deliver when requested. In the event Distributor fails this Agreement in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit Bsuch quarter or 12 month period, Supplier Diametrics shall have the right (a) with respect to give Distributor finished Components or work-in-progress, to recover from Quantech, and Quantech shall pay to Diametrics within twenty (20) days of receipt of written notice of defaultfrom Diametrics, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product cash payments equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum total purchase requirements for the year of purchase) within [ * ] of receipt price of the noticeComponents constituting such shortfall, whereupon Diametrics shall finish and deliver such Components to Quantech, and (b) with respect to any portion of such shortfall not then Supplier represented by finished Components or work-in-progress, to recover from Quantech a sum equal to fifty percent (50%) of the total purchase price of such portion of the shortfall. The foregoing rights shall have the right, be in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure addition to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or Diametrics' rights to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier11.2.

Minimum Purchase Requirements. Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, of the Agreement under Section 10(a) subsequent to [ * ]Year 2, the parties shall meet in San Francisco at least [ * ] 90 days prior to the beginning of each of respective year to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ]Year 2 , the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] 120 days of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.