Common use of Minimum Purchase Requirement Clause in Contracts

Minimum Purchase Requirement. 3.4.1 After the 1st Qualifying Approval is obtained and for the remainder of the Term, Distributor shall be required to purchase a minimum annual Dollar value of the Products from Company based on the sales forecasts for the Products in the Territory (“Minimum Purchase Requirement”) or pay Company the True-Up Payment (as set forth in Section 3.4.5) unless this Agreement is terminated as set forth in Section 12, in which case Distributor’s Minimum Purchase Requirement and True-Up Payment obligations shall be as set forth in Section 12, as applicable. 3.4.2 [*] 3.4.3 The Minimum Purchase Requirement for the Initial Period shall be [*]; provided, however, that all purchases of Products after the Product Approval shall count toward satisfying the Minimum Purchase Requirement for the Initial Period. 3.4.4 For each [*], the Minimum Purchase Requirement will be adjusted in accordance with the following: (a) [*]; (b) [*]; (c) [*]; (d) [*]; and (e) The Minimum Purchase Requirement for [*] shall not be more than [*]. 3.4.5 Distributor shall satisfy its Minimum Purchase Requirement obligations for [*] by either: (a) purchasing the Dollar value of Products from Company equal to the Minimum Purchase Requirement; or (b) paying Company an amount equal to [*] (each, a “True-Up Payment”). Distributor shall pay Company each True-Up Payment within [*] and receipt of an invoice from Company. If Distributor satisfies its Minimum Purchase Requirement obligations for any period under clause (b) Distributor shall also have the option to terminate this Agreement on [*] prior written notice to Company and [*]. For the avoidance of doubt, payment of a True-Up Payment shall not be considered as achieving [*] for purposes of calculating Minimum Purchase Requirement [*]. [*] = 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 Requirement. 3.4.1 After the 1st Qualifying Approval is obtained and for the remainder of the Term, Distributor shall be required to purchase a minimum annual Dollar value of the Products from Company based on the sales forecasts for the Products in the Territory (“Minimum Purchase Requirement”) or pay Company the True-Up Payment (as set forth in Section 3.4.5) unless this Agreement is terminated as set forth in Section 12, in which case Distributor’s Minimum Purchase Requirement and True-Up Payment obligations shall be as set forth in Section 12, as applicable. [*] = 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. 3.4.2 The sales forecast to be used to determine the Minimum Purchase Requirement for the period from the date on which [*] (the “Initial Period”) is set forth in Schedule B (the “Initial Sales Forecast”). No later than [*] prior to the end of each Fiscal Year (starting with the last Fiscal Year of the Initial Period), the Steering Committee shall meet and discuss in good faith the sales forecast of Products in the Territory for the next Fiscal Year of Distributor during the Term (each, “New Sales Forecast”). If the Steering Committee and senior executive escalation process set forth in Section 2.5.5 does not result in an agreed New Sales Forecast for any such Fiscal Year by [*], then the New Sales Forecast for such Fiscal Year shall equal [*] However, if the Company commences the sale or promotion of [*] Devices in the Territory, then [*] For clarity, each New Sales Forecast reflects the Dollar value of the forecasted amount of purchases of the Products by Distributor from Company during the relevant Fiscal Year. 3.4.3 The Minimum Purchase Requirement for the Initial Period shall be [*]; provided, however, that all purchases of Products after the Product Approval shall count toward satisfying the Minimum Purchase Requirement for the Initial Period. 3.4.4 For each [*], the Minimum Purchase Requirement will be adjusted in accordance with the following: (a) If Distributor’s purchases of Products from Company [*] the Initial Sales Forecast for the Initial Period or the New Sales Forecast for any subsequent Fiscal Year, then the Minimum Purchase Requirement [*] for the next succeeding Fiscal Year shall be [*] (which by way of example means that if Distributor [*] the Initial Sales Forecast for the Initial Period, then the Minimum Purchase Requirement for the next Fiscal Year shall be [*]; (b) If Distributor’s purchases of Products from Company [*] the Initial Sales Forecast for the Initial Period or the New Sales Forecast for any subsequent Fiscal Year, then the Minimum Purchase Requirement [*] for the next succeeding Fiscal Year shall be [*]; (c) Except as set forth in Section 34.4(d), the Minimum Purchase Requirement [*] shall [*]; (d) Notwithstanding Sections 3.4.4(a), 3.4.4(b) and 3.4.4(c), if Distributor commences sales of [*] Devices in the Territory, Company has not sold or promoted [*] Devices in the Territory prior thereto and Distributor’s Dollar value of purchases of Products during any Subsequent Year are [*] of the [*] Minimum, then the Minimum Purchase Requirement for that Subsequent Year shall [*]; and (e) The Minimum Purchase Requirement for [*] shall not be more than [*]. 3.4.5 Distributor shall satisfy its Minimum Purchase Requirement obligations for [*] by either: (a) purchasing the Dollar value of Products from Company equal to the Minimum Purchase Requirement; or (b) paying Company an amount equal to [*] (each, a “True-Up Payment”). Distributor shall pay Company each True-Up Payment within [*] and receipt of an invoice from Company. If Distributor satisfies its Minimum Purchase Requirement obligations for any period under clause (b) Distributor shall also have the option to terminate this Agreement on [*] prior written notice to Company and [*]. For the avoidance of doubt, payment of a True-Up Payment shall not be considered as achieving [*] for purposes of calculating Minimum Purchase Requirement [*]. [*] = 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 Requirement. 3.4.1 3.4.1. After the 1st Qualifying Approval is obtained and for the remainder of the Term, Distributor shall be required to purchase a minimum annual Dollar value of the Products from Company based on the sales forecasts for the Products in the Territory (“Minimum Purchase Requirement”) or pay Company the True-Up Payment (as set forth in Section 3.4.5) unless this Agreement is terminated as set forth in Section 12, in which case Distributor’s Minimum Purchase Requirement and True-Up Payment obligations shall be as set forth in Section 12, as applicable. 3.4.2 [*] 3.4.3 3.4.2. The Minimum Purchase Requirement for the period from the date on which the 1st Qualifying Approval is obtained through the remainder of the same Fiscal Year of Distributor in which the 1st Qualifying Approval is obtained and the following two full Fiscal Years of Distributor (the “Initial Period”) is set forth in Schedule B (the “Initial Period MPR”). No later than [ * ] prior to the end of each Fiscal Year (starting with the last Fiscal Year of the Initial Period), the Steering Committee shall be [*meet and discuss in good faith the Minimum Purchase Requirement for the next Fiscal Year of Distributor during the Term (each, “New MPR”). As part of such discussion, Distributor shall provide to Company its good faith sales forecast of Products for such Fiscal Year, and the Parties shall discuss such factors relevant to setting the New MPR as each Party may raise including (a) the average increase or decrease in the number of patients treated in the Territory for Major Depressive Disorder and the number of hospitals, clinics and other facilities in the Territory treating such patients and (b) the impact of products or services that compete with the Products in the Territory. If the Steering Committee and senior executives of the Parties cannot agree, following the escalation process set forth in Section 2.5.5, within [ * ] period on the New MPR solely because the Parties disagree with respect to the minimum Dollar value of Distributor’s purchases of SenStar Treatment Links and/or NSTS during such next Fiscal Year, then [ * ]; provided. In all other cases, howeverif the Steering Committee and senior executives of the Parties, that all following the escalation process set forth in Section 2.5.5, cannot agree within [ * ] period on the New MPR, then either Party shall have the right to terminate this Agreement in accordance with Section 12.11. If neither Party timely terminates the Agreement in accordance with Section 12.11, then the New MPR shall [ * ]. 3.4.3. All purchases of Products by Distributor after the Product Approval shall count toward satisfying the Minimum Purchase Requirement for the Initial Period. 3.4.4 For each [*](a) If Distributor commences sales of [ * ] Devices in the Territory, Company has not sold or promoted [ * ] Devices in the Territory prior thereto and Distributor’s Dollar value of purchases of Products during any Subsequent Year are less [ * ] Minimum, then the Minimum Purchase Requirement will be adjusted in accordance with the following: (a) [*]; (b) [*]; (c) [*]; (d) [*for that Subsequent Year shall [ * ]; and (eb) The Minimum Purchase Requirement for [*] any Fiscal Year shall not be more than [*[ * ]. 3.4.5 3.4.5. Distributor shall satisfy its Minimum Purchase Requirement obligations for [*[ * ] by either: (a) purchasing the Dollar value of Products from Company equal to the Minimum Purchase Requirement; or (b) paying Company an amount equal to [*[ * ] (each, a “True-Up Payment”). Distributor shall pay Company each True-Up Payment within [*[ * ] and receipt of an invoice from Company. If Distributor satisfies its Minimum Purchase Requirement obligations for any period under clause (b) ), then Distributor shall also have the option to terminate this Agreement on [*[ * ] prior written notice to Company and [*[ * ]. 6. For the avoidance of doubt, payment of a True-Up Payment shall not be considered as achieving [*] for purposes of calculating Minimum Purchase Requirement [*]Amendment to Section 2.5.4(a). [*] = 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 Section 2.5.4(a) of the Securities Act of 1933, Agreement shall be revised to read in its entirety as amended.follows: “ (a) approve the New MPR in accordance with and subject to Section 3.4.2;”

Minimum Purchase Requirement. 3.4.1 After the 1st Qualifying Approval is obtained and for the remainder of the Term(a) For any Contract Year (as hereinafter defined), in which Distributor shall be required fails to purchase at least the minimum purchase requirement for Products set forth in Schedule B hereto for such Contract Year (each, a minimum annual Dollar value of the Products from Company based on the sales forecasts for the Products in the Territory (“"Minimum Purchase Requirement”) or pay " and, collectively, the "Minimum Purchase Requirements"), Company shall have the True-Up Payment (as set forth in Section 3.4.5) unless right to terminate this Agreement is terminated as set forth in Section 12, in which case for cause upon written notice to Distributor’s ; provided that Company shall have provided notice of such failure to Distributor within one (1) month after the end of such Contract Year and Distributor shall not have made sufficient additional purchases of Product from the Company during the three (3) month period immediately after the end of such Contract Year (the "Catch Up Period") to fulfill such Minimum Purchase Requirement and True-had such purchases been made during the prior Contract Year (the "Catch Up Payment obligations shall be as set forth Purchases"). The parties agree that in Section 12order to prevent double counting of purchases, as applicable. 3.4.2 [*] 3.4.3 The any Catch Up Purchases counted, pursuant to the preceding sentence, toward meeting a Minimum Purchase Requirement for the Initial Period shall Contract Year prior to the Contract Year in which they were actually purchased will not be [*]; provided, however, that all purchases of Products after the Product Approval shall count counted toward satisfying meeting the Minimum Purchase Requirement for the Initial Period. 3.4.4 For each [*], Contract Year in which they are actually made. Company agrees to engage in reasonable discussions with Distributor during the Catch Up Period regarding whether Company will accept any remedy other than those 9 <PAGE> identified above for Distributor's failure to make the Minimum Purchase Requirement will be adjusted Requirements, and in accordance with such discussions Company agrees to consider such factors as Distributor's previous Contract Year's sales, inventory level, competition, competitive trends and other factors which impact the following: (a) [*];marketability of the Products. Nothing in this paragraph shall require Company or Distributor to accept an alternative remedy. (b) [*];For purposes of this Agreement, the term "Contract Year" shall mean the twelve (12) month period commencing on the first day of the first full month following the date that all medical registrations required for distribution of Products in the Territory are approved, and all import permits required for the importation of Products into the Territory are issued by the appropriate government authorities. (c) [*]; (d) [*]; and (e) The Company recognizes that a substantial lead time is required to obtain import license approvals for Product specification changes and Company will endeavor to its best ability to give Distributor as much advance notification as is reasonably possible of Product specification changes. In the event Company discontinues the manufacture or sale of Products or in the event of a Product specification change or Product recall, Distributor's Minimum Purchase Requirement for [*] Requirements under Schedule B hereto shall not be more than [*]amended and adjusted accordingly. 3.4.5 Distributor shall satisfy its Minimum Purchase Requirement obligations for [*] by either: (a) purchasing the Dollar value of Products from Company equal to the Minimum Purchase Requirement; or (b) paying Company an amount equal to [*] (each, a “True-Up Payment”). Distributor shall pay Company each True-Up Payment within [*] and receipt of an invoice from Company. If Distributor satisfies its Minimum Purchase Requirement obligations for any period under clause (b) Distributor shall also have the option to terminate this Agreement on [*] prior written notice to Company and [*]. For the avoidance of doubt, payment of a True-Up Payment shall not be considered as achieving [*] for purposes of calculating Minimum Purchase Requirement [*]. [*] = 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.