Minimum Purchase Quantities. CUMBERLAND shall have no minimum purchase requirements for the first year following FDA approval of the Drug Product. The parties shall, no later than three (3) months before the end of the first year following FDA approval, negotiate in good faith to set on the minimum quantities applicable to the second to fifth years of commercial sale, which shall be incorporated into Schedule V and shall form part of this Agreement. The parties shall negotiate in good faith to set additional minimum purchase requirements for any extension of the Term of this Agreement under Paragraph 3.1. CUMBERLAND shall use its best efforts to achieve the minimum purchase requirements set forth in Schedule V of this Agreement for each format of Drug Product being sold in the Territory by CUMBERLAND. In the event CUMBERLAND is required to procure Drug Product from other sources in accordance with Paragraph 2.7, the minimum annual purchase obligation set out in Schedule V shall be decreased by the quantity BIONICHE failed to deliver hereunder.
Minimum Purchase Quantities. In any full calendar year following the Start Date, where DISTRIBUTOR retains exclusive rights, DISTRIBUTOR shall purchase the Minimum Annual Purchase Quantities.
Minimum Purchase Quantities. Orders for handsets shall be in quantities as set forth in Company’s Master Packs as established by Company in its sole discretion; provided, however, that such minimum purchase shall not apply to low volume, high dollar items. Master Packs currently consist of five (5)
Minimum Purchase Quantities. Strongbridge shall purchase the minimum Units of Products as agreed between the Parties under the Supply Agreement.
Minimum Purchase Quantities. Company shall only purchase Enterprise Bundles in multiples of [***].
Minimum Purchase Quantities. Subject to Section 6.1.3, in any full calendar year following the Start Date, DISTRIBUTOR shall purchase the Minimum Annual Purchase Quantities.
Minimum Purchase Quantities. (A) Peninsula shall be required to purchase annual minimum quantities of Licensed Product (containing either 250 mg or 500 mg Compound) and/or bulk Compound from Shionogi hereunder equivalent to at least the following annual aggregate amounts of the Compound (potency) for commercial and/or promotional use in the Territory: TIME PERIOD TOTAL AGGREGATE KILOGRAMS OF COMPOUND ----------- ------------------------------------- First year of purchase orders [*] kg of Compound Second year of purchase orders [*] kg of Compound Third year of purchase orders [*] kg of Compound Fourth year of purchase orders [*] kg of Compound [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. TIME PERIOD TOTAL AGGREGATE KILOGRAMS OF COMPOUND ----------- ------------------------------------- Fifth year of purchase orders [*] kg of Compound Sixth and subsequent years of purchase orders [*] kg of Compound For purposes of this Section 2.5, the first year of purchase orders shall commence on the month covered by the first purchase order submitted by Peninsula under Section 2.3, and shall end twelve (12) months thereafter. [*]. In addition, if an unforeseen event occurs that is beyond Peninsula's reasonable control and such event negatively impacts the sale of Licensed Products in the Territory (e.g., if Regulatory Authorities require Peninsula to change the labeling for Licensed Products after commercial launch), the Parties shall meet and discuss in good faith an adjustment of the minimum purchase quantities of Compound set forth in this Section 2.5(a) as appropriate for the duration of the impact of such event.
(B) [*] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Minimum Purchase Quantities. A. Licensee shall purchase sufficient Products to meet the minimum purchase quantities (the “Minimum Purchase Quantity”) set forth in Schedule 2.1 to this Agreement during the Initial Term (defined in Section 8.1) and during the Renewal Term (if any). The Minimum Purchase Quantities are due periodically throughout each calendar year as set forth in more detail in Schedule 2.1. Licensee shall order the Products pursuant to Article IV and make payment therefore pursuant to Article V.
B. In the event that the Agreement is renewed by Licensee as provided under Article VIII, the Minimum Purchase Quantity for each Renewal Term (defined below in Section 8.2) shall be increased by 15% per annum during each Renewal Term.
Minimum Purchase Quantities. Notwithstanding anything to the contrary, Supplier acknowledges and agrees that Dot Hill is not required to purchase any minimum quantities or units of Product(s) under this Second Award Letter or the Agreement, unless such quantities or units are specifically identified in a binding purchase order that Dot Hill may issue to Supplier under the applicable provisions of this Second Award Letter and the Agreement. Supplier acknowledges and agrees that Dot Hill does not make any representations or warranties as to the future success of the Product(s) or as to the volume of any purchases of Products that Dot Hill may acquire from Supplier under this Second Award Letter or the Agreement.
Minimum Purchase Quantities. (a) A five-year plan (starting with the first full calendar year after the Effective Date) for the annual minimum quantities of Product to be purchased by Cardiome in [redacted] is attached as Schedule 5 and a five-year plan for the annual minimum quantities of Product to be purchased by Cardiome in other countries in the Territory shall be agreed by the Parties within three (3) months of the Effective Date (the quantities included in such attached plan and the quantities in the plan that will be agreed are “Minimum Purchase Quantities”). By the end of the fourth calendar year included in this five-year plan Cardiome shall propose Basilea the Minimum Purchase Quantities for the following five calendar years, which shall then be mutually agreed. Subsequent five year periods shall be planned in the same manner.
(b) Cardiome shall purchase not less than the Minimum Purchase Quantities listed in the five-year plans.
(c) As the Minimum Order Quantity may be in excess of the Minimum Purchase Quantity for a certain country in a certain year, if Cardiome in fact orders an amount of Product which is equivalent to or greater than the Minimum Order Quantity and is in excess of the Minimum Purchase Quantity for that country for the relevant year, then such excess amount (calculated as the difference between the amount ordered and the Minimum Purchase Quantity in a country) shall be credited against the next year’s Minimum Purchase Quantity for such country. Such credit shall carry forward only one year and shall not be applied to any subsequent years.
(d) If Cardiome fails to purchase the Minimum Purchase Quantities (on a country-by-country basis) in any calendar year, the Parties shall discuss in good faith the reasons underlying Cardiome’s failure to meet such requirement, any corrective measures that Cardiome could take to potentially meet such requirement in future years, and whether the Minimum Purchase Quantities should be adjusted for a certain country or countries or for a certain time period. If Cardiome fails to purchase the Minimum Purchase Quantities for two consecutive calendar years in a certain country, Basilea may terminate the Distribution Agreement for that country in accordance with Section 14.4(f).
(e) If upon launch of a generic version of the Product or upon any other significant market change within the Territory, Cardiome reasonably determines that such generic competition or significant market change requires an adjustment of the Minimum Purch...
