Minimum Annual Threshold Clause Samples

Minimum Annual Threshold. 2.3.1 Commencing upon the earlier of (a) Manufacturing Start Date or (b) Readiness Determination through the Term, and subject to Passage Bio’s right to make adjustments to the Initial and Rolling Forecasts as provided for in Section 2.5 of this Exhibit, Passage Bio shall submit Binding Purchase Orders (or by other mutual agreement) for Batches of Bulk Drug Substance of any Passage Bio Product to be Manufactured by Catalent that, if Delivered by Catalent, results in annual revenue to Catalent in an amount equal to or greater than the Minimum Annual Threshold (defined below) on the low end and the Maximum Annual Batches (defined below) on the high end. Subject to Passage Bio’s right to make adjustments to the Initial and Rolling Forecasts as provided for in Section 2.5.4 of this Exhibit (and thereby to any Purchase Order relating thereto), Passage Bio shall issue each binding Purchase Order in accordance with the requirements set forth in Section 2.5.5 below. 2.3.2 Upon the Readiness Determination, the Minimum Annual Threshold is initially based upon the Supply Pricing of [*] Batches of Bulk Drug Substance of the Passage Bio Products to be Manufactured in the Dedicated Clean Room Suite (the “Minimum Annual Batches”) and shall be [*]. The Supply Pricing used for calculating the Minimum Annual Threshold is set forth in Schedule 1.1 to this Exhibit. Starting in [*], the Minimum Annual Threshold may be increased year over year in accordance with increases in the Product Price Index (“PPI”) for Pharmaceutical Preparation Manufacturing ([*]). Fees or expenses for the procurement of Raw Materials or other direct costs that are charged at cost plus a Procurement Fee [*]. If Catalent conducts any Manufacturing of Batches of Passage Bio Products outside of the Dedicated Clean Room Suite (other than non-cGMP Batches Manufactured as part of Development Services), [*]. 2.3.3 In the event that Passage Bio fails to order, or fails to cause its Affiliates or Strategic Partners to order, sufficient quantities of Batches of Passage Bio Products to meet the Minimum Annual Threshold, Catalent shall submit an invoice to Passage Bio following the conclusion of the calendar year (January 1 through December 31) (“Fiscal Year” or “FY”) during which the minimums were not achieved for an amount equal to the difference between (i) the applicable Minimum Annual Threshold and (ii) the aggregate revenue received from Passage Bio in such FY for Manufacturing Batches of Passage Bio Product...