Common use of Base Minimum Purchase Levels Clause in Contracts

Base Minimum Purchase Levels. Provided that PRONOVA is not in breach of its supply obligations under Section 5, this Agreement will be subject to RELIANT making at least the following purchases of API for Trade Product during the first twelve month period following the First Commercial Sale and every 12-month period thereafter (each a “Commercialization Year”) prior to Full Regulatory Approval (the “Reduced Base Minimum Purchase Levels”): • 1st Commercialization Year: USD 3,000,000. • 2nd Commercialization Year: USD 9,500,000. • 3rd Commercialization Year and each subsequent year through 2013: USD 15,000,000. • 2014 and beyond: USD 6,000,000. Following Full Regulatory Approval, the Reduced Base Minimum Purchase Levels shall be increased according to the formula specified below (the “Full Base Minimum Purchase Levels” and, together with the Reduced Base Minimum Purchase Levels, referred to herein as the “Base Minimum Purchase Levels”), which Full Minimum Purchase Levels shall take effect from the date of Full Regulatory Approval and shall be adjusted annually thereafter (following the date of the Full Regulatory Approval, each such 365-day period shall constitute a “Post Full Approval Commercialization Year” for the purposes of this Agreement). Following Full Regulatory Approval, the Full Base Minimum Purchase Level shall be calculated as follows: [***] provided, however, that, in no event, shall the Full Base Minimum Purchase Level exceed $[***] for any Post Full Commericialization Year before 2014, and in no event, shall the Full Base Minimum Purchase Level exceed USD [***] for any Post Full Commericialization Year including any time period in or after 2014. A sample calculation of Full Base Minimum Purchase Levels is set forth on Schedule 6.1 attached hereto.” In the event that Full Regulatory Approval includes one or more conditions which, when taken as a whole, would reasonably be expected to materially and adversely impact the commercial potential of the Product for those patients with triglyceride levels between 200 mg/dL and 499 mg/dL, the parties shall meet in good faith to discuss appropriate adjustments to the Full Base Minimum Purchase Levels. The Base Minimum Purchase Level may be reached by RELIANT by purchasing API for Sample Product at the price for Trade Product, or by paying the difference between actual Trade Product bought [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. during the respective Commercialization Year and the applicable Base Minimum Purchase Level in that year.” In addition, the Original Agreement shall be amended by adding thereto new Schedule 6.1 in the form attached hereto as Exhibit C.

Base Minimum Purchase Levels. Provided that PRONOVA is not in breach of its supply obligations under Section 5, this Agreement will be subject to RELIANT making at least the following purchases of API for Trade Product during the first twelve month period following the First Commercial Sale and every 12-month period thereafter (each a “Commercialization Year”) prior to Full Regulatory Approval (the “Reduced Base Minimum Purchase Levels”): • 1st Commercialization Year: USD 3,000,000. • 2nd Commercialization Year: USD 9,500,000. • 3rd Commercialization Year and each subsequent year through 2013: USD 15,000,000. • 2014 and beyond: USD 6,000,000. [***] [***] [***] [***] Following Full Regulatory Approval, the Reduced Base Minimum Purchase Levels shall be increased according to the formula specified below (the “Full Base Minimum Purchase Levels” and, together with the Reduced Base Minimum Purchase Levels, referred to herein as the “Base Minimum Purchase Levels”), which Full Minimum Purchase Levels shall take effect from the date of Full Regulatory Approval and shall be adjusted annually thereafter (following the date of the Full Regulatory Approval, each such 365-day period shall constitute a “Post Full Approval Commercialization Year” for the purposes of this Agreement). Following Full Regulatory Approval, the Full Base Minimum Purchase Level shall be calculated as follows: [***] provided, however, that, in no event, shall the Full Base Minimum Purchase Level exceed $[***] for any Post Full Commericialization Year before 2014[***], and in no event, shall the Full Base Minimum Purchase Level exceed USD [***] for any Post Full Commericialization Year including any time period in or after 2014. A sample calculation of Full Base Minimum Purchase Levels is set forth on Schedule 6.1 attached hereto.” [***] In the event that Full Regulatory Approval includes one or more conditions which, when taken as a whole, would reasonably be expected to materially and adversely impact the commercial potential of the Product for those patients with triglyceride levels between 200 mg/dL and 499 mg/dL[***], the parties shall meet in good faith to discuss appropriate adjustments to the Full Base Minimum Purchase Levels. The Base Minimum Purchase Level may be reached by RELIANT by purchasing API for Sample Product at the price for Trade Product, or by paying the difference between actual Trade Product bought [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. during the respective Commercialization Year and the applicable Base Minimum Purchase Level in that year.” In addition, the Original Agreement shall be amended by adding thereto new Schedule 6.1 in the form attached hereto as Exhibit C.

Base Minimum Purchase Levels. Provided that PRONOVA is not in breach of its supply obligations under Section 5, this Agreement will be subject to RELIANT making at least the following purchases of API for Trade Product during the first twelve month period following the First Commercial Sale and every 12-month period thereafter (each a “Commercialization Year”) prior to Full Regulatory Approval (the “Reduced Base Minimum Purchase Levels”): • 1st Commercialization Year: USD 3,000,000. • 2nd Commercialization Year: USD 9,500,000. • 3rd Commercialization Year and each subsequent year through 2013: USD 15,000,000. • 2014 and beyond: USD 6,000,000. Following Full Regulatory Approval, the Reduced Base Minimum Purchase Levels shall be increased according to the formula specified below (the “Full Base Minimum Purchase Levels” and, together with the Reduced Base Minimum Purchase Levels, referred to herein as the “Base Minimum Purchase Levels”), which Full Minimum Purchase Levels shall take effect from the date of Full Regulatory Approval and shall be adjusted annually thereafter (following the date of the Full Regulatory Approval, each such 365-day period shall constitute a “Post Full Approval Commercialization Year” for the purposes of this Agreement). Following Full Regulatory Approval, the Full Base Minimum Purchase Level shall be calculated as follows: [***] provided, however, that, in no event, shall the Full Base Minimum Purchase Level exceed $[***] for any Post Full Commericialization Commercialization Year before 2014, and in no event, shall the Full Base Minimum Purchase Level exceed USD [***] for any Post Full Commericialization Commercialization Year including any time period in or after 2014. A sample calculation of Full Base Minimum Purchase Levels is set forth on Schedule 6.1 attached hereto.” In the event that Full Regulatory Approval includes one or more conditions which, when taken as a whole, would reasonably be expected to materially and adversely impact the commercial potential of the Product for those patients with triglyceride levels between 200 mg/dL and 499 mg/dL, the parties shall meet in good faith to discuss appropriate adjustments to the Full Base Minimum Purchase Levels. The Base Minimum Purchase Level may be reached by RELIANT by purchasing API for Sample Product at the price for Trade Product, or by paying the difference between actual Trade Product bought [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. during the respective Commercialization Year and the applicable Base Minimum Purchase Level in that year.” In addition, the Original Agreement shall be amended by adding thereto new Schedule 6.1 in the form attached hereto as Exhibit C.