Minimum Annual Purchase. Distributor agrees to market, promote and sell the amount of Products set forth in Exhibit D hereto (the "Minimum Annual Purchase") and to purchase at least this Minimum Annual Purchase from Empyrean. In the event that Empyrean does not obtain the FDA Approval (as defined in Section 5.3.2 below) within 15 months from the date of this Agreement, the parties hereto shall immediately after the expiry of the 15-month period negotiate in good faith for a reduction in the Minimum Annual Purchase amounts. The reduced Minimum Annual Purchase amounts shall thereafter apply until the FDA Approval has been obtained, in which event, the Minimum Annual Purchase amounts specified in Exhibit D shall be reinstated for the year commencing after the FDA Approval has been obtained and for each year thereafter.
Minimum Annual Purchase. In the event Customer’s aggregate calendar year purchases of Consumables under this Agreement drops below $[…***…] (such amount being net of any discounts), then Illumina will be relieved of its obligations and representations with respect to Discontinued Consumables (including Section 12), favored customer pricing as set forth in Section 15 (a)-(d) and quality audits as set forth in Section 14.g.
Minimum Annual Purchase. Subject to permitted adjustments as set forth in this Section 10(b), Customer shall purchase a minimum of [*] (the “Minimum Annual Purchase”). In the event the Minimum Annual Purchase requirement is not met for a calendar year, and the Agreement has not been terminated by Aria in accordance with Section 29 (c)(i) (termination for convenience), Section 29(c)(ii) (termination because of Illumina breach), or Section 29(c)(iii) (termination because of Illumina bankruptcy) prior to the end of the calendar year, then [*]. Customer acknowledges and agrees to the conditions in this Section 10(a) and further agrees that should the definition of Customer Field of Use be so amended, Customer shall not use Goods for the provision of commercial services described in part (a) of the Customer Field of Use definition. [*].
Minimum Annual Purchase. 8.1. The Distributor irrevocably undertakes that during the first year following the registration of any of the Products in the Territory (with respect to Products that have not been registered in the respective Territory), it will place orders for, purchase and pay for, the minimum quantity of the respective Product as will be specified in Appendix ‘D’ hereto prior to registration of the respective Product. With respect to registered and marketed Products – Distribution’s obligations to place orders for, purchase and pay for, the minimum quantity of the respective Product, shall commence as of the Effective Date, as per Appendix ‘D’.
8.2. Prior to the commencement of each twelve (12) month period subsequent to such first year (a “Marketing Year”), the parties shall negotiate in good faith and agree in writing, with respect to each registered Product, on the minimum quantity to be purchased by the Distributor in the forthcoming Marketing Year, and the Distributor undertakes to purchase and fully pay for such minimum quantity. The minimum quantity that the Distributor is obliged to purchase and pay for pursuant to this Section 8.2 or Section 8.1 above shall be hereinafter referred to as the “Minimum Quantity”.
8.3. If the Distributor fails to purchase and pay for the Minimum Quantity in any given Marketing Year, the Supplier shall be entitled, at its sole discretion and subject to a thirty (30) days prior written notice to the Distributor: (i) to terminate this Agreement on a Product by Product basis, or (ii) to cancel the exclusivity granted to the Distributor hereunder, and/or narrow the scope of the Territory, if applicable, on a Product by Product basis.
8.4. For the purposes of this Section 8, rejected Purchase Orders by Supplier due to an inventory shortage of any respective Product shall be accounted as Products deem to be accounted under the Minimum Quantity by Distributor, provided that in a case of an inventory shortage of any respective Product, the parties will act in good faith in order to coordinate an alternative date for the supply of the Product by Supplier. This section is subject to the mechanism set forth under Section 7.
Minimum Annual Purchase. GenSpera agrees to purchase a minimum of 100 kg of Product per Harvest Year Period at the agreed upon price contingent upon: continued development of a drug containing a component derived from thapsigargin that is sourced from the Product.
Minimum Annual Purchase. Commencing in calendar year 2000, Salsxxxx agrees to manufacture and GelTex shall purchase a minimum of [ ]* kilograms of Product during each calendar year of the Initial Term and during any Renewal Term. [ ]* kilograms, GelTex will make a cash payment to Salsxxxx xxxh that the total revenue for Salsxxxx xxxm the sale of Product and the cash payment will be at least [ ]*.
Minimum Annual Purchase a. In accordance with the Product ordering process provided for in the Original Agreement, SANQUIN agrees to make available and LEVPHARMA agrees to purchase the following estimated volumes of Product: Q4 2007 * * * Units Q1 2008 * * * Units Q2 2008 * * * Units Q3 2008 * * * Units Q4 2008 * * * Units Q1 2009 * * * Units
b. The Parties agree to negotiate in good faith to modify the purchase commitments of LEVPHARMA set forth above in the event Commercial Launch does not occur prior to the end of LEVPHARMA’s first fiscal quarter in 2008.
c. Commencing in the Calendar Year that LEVPHARMA and SANQUIN receive Regulatory Approval in the USA for the Scale Up, LEVPHARMA shall purchase and SANQUIN shall, subject to any revised forecast which may hereafter be provided by LEVPHARMA to SANQUIN on or before January 1, 2008, supply a minimum of the Pro Rata share of * * * Units, on an annualized basis, based on the actual number of days from when the Registration Application for the Scale Up is approved by the Regulatory Authorities in the United States until the end of such Calendar Year.
d. Subject to the provisions of paragraph 4(c)(ii)(h), each Calendar Year after Regulatory Approval in the U.S. of the Scale Up and during the term, LEVPHARMA shall purchase and SANQUIN shall supply a minimum of * * * Units of Product
e. Should LEVPHARMA require more than * * * Units of Product in any Calendar Year during the term after Regulatory Approval in the U.S. of the Scale Up, SANQUIN shall supply such additional amounts upon the terms and conditions set forth herein. However, SANQUIN shall never be obliged to supply to LEVPHARMA more than * * * Units of Product per Calendar Year under the terms of this Agreement unless the Parties shall hereafter otherwise expressly agree in writing, except where necessary to replace nonconforming or rejected Units of Product. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
f. The quantities specified under clauses (a), (b), (c) and (d) above are applicable to the Territory as defined on the Effective Date of this Amendment. These quantities may be modified by mutual agreement of the Parties in the event that the Territory is extended according to Sections 2.1 and/or 2.2(a).
g. The quantities specified under clauses (a), (b), (c) and (d) above shall su...
Minimum Annual Purchase. A) In the Calendar Year that LEVPHARMA receives Regulatory Approval in the US, LEVPHARMA shall purchase and SANQUIN shall supply a minimum of the Pro Rata share of * units based on the actual number of days from when the Registration Application is approved by the Regulatory Authorities in the United States until the end of the year in which the approval is received.
B) Each Calendar Year thereafter, LEVPHARMA shall purchase and SANQUIN shall supply a minimum of * units of Product.
C) Should LEVPHARMA require more than * Units per Calendar Year, SANQUIN shall supply such additional amounts. However, SANQUIN shall never be obliged to supply to LEVPHARMA more than * Units of Product per Calendar Year under the terms of this Agreement.
D) The quantities mentioned under (B) and (C) above are applicable to the Territory as defined on the Effective Date of this Agreement. These quantities may be modified by mutual agreement of the Parties in the event that the Territory is extended according to Sections 2.1 and/or 2.2(a).
Minimum Annual Purchase. Upon the EFFECTIVE DATE and for each YEAR during the TERM OI shall purchase from the respective AUTHORIZED LTC AFFILIATE, a Minimum Annual Purchase of LTC PRODUCTS as set forth below. 2019 and each subsequent YEAR that this AGREEMENT is in effect [***] 1 Failure to meet these Minimum Annual Purchase amounts for a given YEAR will incur a [***] percent ([***]%) increase in the price of the LTC PRODUCT for the following YEAR. For purposes of clarification, in the event OI meets or exceeds the Minimum Annual Purchase amount for a given YEAR, the price of the LTC PRODUCT for the following YEAR shall not be subject to an increase.
Minimum Annual Purchase. There shall be no minimum purchase obligation until the first Licence Year commencing after the licencing of the Product under the US Food and Drug Act. The minimum purchase obligation shall thereafter be:
(a) 30,000 units in the first Licence Year following approval:
(b) 50,000 units in each subsequent Licence Year.
