Minimum Sales Commitment Sample Clauses
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Minimum Sales Commitment. (a) Distributor shall meet the specified minimum sales commitment with respect to Imaging Systems during each year of this Agreement as set forth in this Section 6.3 (“Minimum Sales Commitment”). In the event that Distributor fails to meet its Minimum Sales Commitment for a Licensed Product in any country within the Territory for any calendar year during the term of this Agreement, then Xenogen may unilaterally change Distributor’s appointment under this Agreement to a non-exclusive basis in such country in the Territory pursuant to Section 13.3; provided that such right shall not be operative in the event that Distributor pays Xenogen, not later than thirty (30) days after the date of Xenogen’s written notice to Distributor that it is invoking Section 13.3, the amount of ***. Provided further that Xenogen’s right to invoke Section 13.3 or the foregoing shortfall payment provision of this Section 6.3(a) shall not apply if Distributor’s failure to achieve such Minimum Sales Commitment is due to a failure by Xenogen to supply such Licensed Product as required. In either case the foregoing right of conversion to non-exclusivity shall not be operative and such shortfall payment shall not be required.
(b) Minimum Sales Commitment Year 1 (2003)— four (4) ▇▇▇▇ ™ Imaging Systems ***, with no unit purchased in the first half of the calendar year and at least *** in the second half of the calendar year Year 2 (2004)— ten (10) ▇▇▇▇ ™ Imaging Systems ***, with at least *** units purchased in the first half of the calendar year and at least *** units purchased in the second half of the calendar year Year 3 (2005)— fourteen (14) ▇▇▇▇ ™ Imaging Systems ***, with at least *** units purchased in the first half of *** Confidential treatment requested the calendar year and *** units purchased in the second half of the calendar year.
Minimum Sales Commitment. The LICENSEE must attain a minimum sales commitment of ten (10) units on or before June 30, 1999 and an additional ten (10) units on or before June 30, 2000. If such total commitment is not satisfied within the time period prescribed herein, the License the subject of this Agreement, shall continue to be an exclusive, non-transferable License, subject to the additional compensation provisions contained in paragraph 5.2 of this Agreement.
Minimum Sales Commitment. 4.3.1 On or from the Commercialization Date, Sun agrees to sell minimum guaranteed sales value of the Products in every Commercial Year (“Minimum Sales Value”) as set out in Schedule III hereunder written for the first five Commercial Years.
4.3.2 In the event that the Agreement is not terminated as per the terms of this Agreement, Sun shall, 90 (ninety) days prior to the end of the fifth Commercial Year, provide Vyome with Minimum Sales Value forecast for the next five Commercial Years to be mutually agreed.
4.3.3 Sun shall grant to Vyome, upon the reasonable prior request of ▇▇▇▇▇, access to such books, records, and relevant personnel of Sun (in each case, during normal business hours) to the extent reasonably required by Vyome in order to determine or verify the appropriate amount of any Royalty payment.
Minimum Sales Commitment. During the Term, Buyer covenants and agrees to sell the following amounts of the Licensed Products or Combination Products (the “Minimum Sales Commitment”) for the calendar years following the Minimum Sales Commencement Date; however, the amounts set forth below for years 3, 4 and 5 shall be reduced by 25% for any year during which Buyer is unable to sell the Licensed Products or Combination Products in at least half of its Major International Markets based on regulatory issues that Buyer is unable to overcome through the exercise of commercially reasonable efforts:
(a) Year 1 – $500,000 per month average for the number of months Licensed Products or Combination Products were available for sale during the year of introduction.
(b) Year 2 – $12 million
(c) Year 3 – $30 million
(d) Year 4 – $60 million
(e) Year 5 – $100 million
(f) Minimum Sales Commitments for subsequent years shall be negotiated between the Parties in good faith no later than six months prior to the expiration of Year 5; if the Parties cannot agree after negotiating in good faith pursuant to this Section 5.5(f) and/or attempting to resolve the dispute in accordance with Section 14, then the rights of exclusivity granted in this Agreement with respect to the Licensed Products and Combination Products shall be converted to non-exclusive rights.
Minimum Sales Commitment. During the Term, Buyer covenants and agrees to sell the following amounts of the Licensed Products (the “Minimum Sales Commitment”) for the calendar years following the Minimum Sales Commencement Date (which occurred in 2021);:
(a) Year 1 – (2021) (not applicable)
(b) Year 2 - (2022) – $12 million (not applicable)
(c) Year 3 - (2023) – $30 million (not applicable)
(d) Year 4 - (2024) – 5 million
(e) Year 5 - (2025) – $6 million
(f) Year 6 - (2026) - $7.2 million
(g) Year 7 - (2027) - $8.65 million
(h) Year 8 - (2028) - $10.4 million
(i) Year 9 - (2029) - $12.5 million
(j) Year 10 - (2030) - $14.5 million
(k) Year 11 - (2031) - $16.5 million
(l) Year 12 - (2032) - $18.5 million
(m) Year 13 - (2033) - $20.5 million
(n) Minimum Sales Commitments for subsequent years, if applicable, shall be negotiated between the Parties in good faith no later than six months prior to the expiration of Year 13; if the Parties cannot agree after negotiating in good faith pursuant to this Section 5.5 and/or attempting to resolve the dispute in accordance with Section 14, then the rights of exclusivity granted in this Agreement with respect to the Licensed Products shall be converted to non-exclusive rights.
(o) Seller hereby waives the prior obligation to make the Payment referenced in the second recital of this Agreement.