Minimum Purchase Requirements Clause Samples

Minimum Purchase Requirements. Buyer hereby acknowledges and agrees that the prices set forth in this Contract are contingent upon Buyer’s agreement to purchase the total quantities set forth in the Buyer’s request for quote/proposal. If Buyer fails to purchase at least ninety percent (90%) of the quantities of Goods contained in its request for quote/proposal, Buyer agrees that the pricing on the Goods delivered to Buyer shall be adjusted retroactively to reflect the impact of lower volume on material pricing, labor efficiencies and other cost and expenses of Seller. Buyer hereby agrees to pay Seller such additional sums within thirty (30) days of the date of Seller’s invoice for payment.

Minimum Purchase Requirements. (a) During the first five years, commencing with the first full calendar quarter after the First Commercial Sale of Product in the United States with FDA approval of an indication for anxiety (the "Five-Year Period"), regardless of the actual Purchase Price in effect from time to time in accordance with Section 5.3, and subject to the provisions of Sections 5.8(c) or (d) or absent reasonable cause for delay, as determined by the Joint Development Committee, BMS shall effect and pay for minimum aggregate worldwide purchases of Finished Product in the U.S. dollar amounts set forth on ANNEX F attached hereto (the "Minimum Purchase Requirement"). (b) It is expressly understood and agreed that if, upon the expiration of any of the periods set forth on ANNEX F. BMS shall not have taken delivery of Finished Products and effected payment for purchase thereof in the aggregate amounts indicated for such periods, Sano shall immediately establish an invoice for the difference, which amount shall be paid by BMS within 30 days thereafter. Payment by BMS of such amount shall be considered in compliance with the Minimum Purchase Requirement for the immediately preceding applicable period, notwithstanding failure by BMS to order corresponding quantities of Finished Products for delivery during such period, and shall give rise to a credit against future purchases, but such credit shall be applicable only if and when purchases of Finished Products during the current period, and payments therefor, shall exceed, when cumulated with the minimum amounts for the preceding period, the aggregate minimum for the then current period. In such case such credit, to the extent not previously used, shall first be applicable, until used in full, to such additional orders during such period or carried forward as a credit, in the same manner and to be used in the same conditions, for the next applicable period, provided that no credit following final payment shall be carried forward beyond the expiration of the Five-Year Period. (c) Notwithstanding the foregoing, if at any time and from time to time Sano cannot supply all Finished Product ordered by BMS pursuant to this Agreement for any reason, including but not limited to any force majeure event described in Section 12, other than failure by BMS to provide the Bulk Materials necessary to formulate such Finished Product, BMS shall be relieved of its minimum purchase obligation with respect to that amount of the aggregate Purchase Price that...

Minimum Purchase Requirements. (a) Purchaser will prepare annually at least ninety (90) days prior to December 31, a projection for its sales of Products in each country in the Territory in the next three (3) calendar years. The first year of each such projection with respect to ICD Units shall constitute a baseline (the "Baseline") and shall be subject to mutual agreement by Manufacturer and Purchaser by October 31 of each year. If the Parties have not so agreed, the Baseline for such year shall be determined in accordance with the procedures set forth in Section 7.5(e). It is the objective of the Parties that Purchaser will achieve market penetration over time comparable to that attained for the Products in other markets, particularly the U.S. The first such projection is attached hereto as Schedule 7.5(a). (b) During each calendar year of the term hereof beginning January 1, 1998, Purchaser shall submit Orders for ICD Units at least equal to the respective Aggregate Minimum Purchases for each Region as set forth on Schedule 7.5(b) (ii) and upon Purchaser's failure to do so, Manufacturer may at its option and subject to Section 10.3(b), terminate this Agreement with respect to the Region for which Purchaser has failed to submit Orders for such Aggregate Minimum Purchase. In addition, should Purchaser fail to submit Orders in any year of the term hereof for ICD Units at least equal to the Aggregate Minimum Purchases for each Region set forth on Schedule 7.5(b) (i), at Manufacturer's option and subject to Section 10.3(b), the obligation of Manufacturer to sell and Purchaser to purchase hereunder shall become non-exclusive with respect to the Region for which Purchaser has failed to submit sufficient Orders and Manufacturer shall have the right to import, have imported, advertise, have advertised, market, have marketed, promote, have promoted, sell, have sold and have distributed the Products in the Region on a non-exclusive basis. Notwithstanding the foregoing, to the extent that Manufacturer fails to accept Purchaser's Orders in accordance with the terms of this Agreement, and such failure causes Purchaser not to meet any Aggregate Minimum Purchases set forth on Schedule 7.5(b), for a Region, the Aggregate Minimum Purchases shall be deemed waived for that Region for the year in question. (c) The Baseline sales projections shall be determined based upon all of the relevant factors affecting the market inside or outside the Territory for ICD Units including (i) overall growth factors in ...

Minimum Purchase Requirements. The Purchase Obligations set forth on Exhibit C are hereby modified so that Licensee's minimum purchase requirement shall be [*]. In addition, the following sentence is hereby added after the last sentence on Exhibit C: "Grantor shall have no right to enforce, and no action shall accrue in respect of, Licensee's Purchase Obligations until this Agreement shall have been in force for more than one year." ---------------- * Information omitted and filed separately with the SEC pursuant to request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended.

Minimum Purchase Requirements. The Purchase Obligations set forth on Exhibit C of the License Agreement are hereby modified so that Licensee's minimum purchase requirement shall be $125,000 by April 28, 2001 and $175,000 by April 28, 2002, rather than $50,000 and $75,000 for the 1st 6 months and the 2nd 6 months, respectively. In addition, the following sentence is hereby added after the last sentence on Exhibit C: "Grantor shall have no right to enforce, and no action shall accrue in respect of, Licensee's Purchase Obligations until April 28, 2001."

Minimum Purchase Requirements. There are no Minimum Purchase Requirements prescribed for this Agreement.

Minimum Purchase Requirements. (a) NK shall purchase a sufficient amount of Products from Aspect so as to meet or exceed both the minimum purchase requirement for monitors set forth in Section 6(a)(i) below and the minimum purchase requirement for sensors set forth in Section 6(a)(ii) below.

Minimum Purchase Requirements. Subject to the terms of Exhibit F hereof, Tellabs agrees to purchase and shall submit Orders to meet the minimum Product purchase requirements for each quarter following the Effective Date, as reflected in Exhibit C to this Agreement, subject to Section 3.5 below.

Minimum Purchase Requirements. (a) Within [***] of Equateq’s supply of API meeting the requirements of this Agreement in accordance with Section 3.2 and, provided [***], Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Initial Minimum Purchase Requirement”). (b) Within [***] of Equateq’s completion of the shipment of the Initial Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Second Minimum Purchase Requirement”). (c) Within [***] of Equateq’s completion of the shipment of the Second Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Third Minimum Purchase Requirement”). (d) Within [***] of Equateq’s completion of the shipment of the Third Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Fourth Minimum Purchase Requirement,” and, together with the Initial Minimum Purchase Requirement, Second Minimum Purchase Requirement, and Third Minimum Purchase Requirement, the “Minimum Purchase Requirements”). (e) The Minimum Purchase Requirements shall be ordered [***] over the period of the relevant [***] and in accordance with the forecasts provided pursuant to Section 3.4. (f) For the avoidance of doubt, the Minimum Purchase Requirement shall be Amarin’s sole purchase requirement under this Agreement, save to the extent that Amarin agrees to make further purchases through the [***] Forecasts under Section 3.4 or otherwise by agreement with Equateq. (g) If Equateq ships Nonconforming API intended to be incorporated into Product for commercial sale pursuant to [***] Purchase Orders in any [***] period, but for the avoidance of doubt excluding any API supplied pursuant to Section 3.2 or Section 4.1(e), Amarin shall be relieved of purchasing the Minimum Purchase Requirement applicable to such time period.