Next Five Years. Within ninety (90) days prior to the end of the Three Year Period, Replidyne and Nisso shall negotiate in good faith and agree in writing upon appropriate minimum purchase quantities of the Drug Substance for the five (5) year period commencing on the date following the last day of the Three Year Period and ending on the fifth (5th) anniversary date thereof (the “Five Year Period”). The Parties agree that a minimum purchase quantity of [ *** ] metric tons per year of the Drug Substance during the Five Year Period is a reasonable requirement based on Nisso’s investment and costs associated with the production of the Drug Substance. Accordingly, the minimum purchase quantity for the Five Year Period shall be [ *** ] metric tons per year of the Drug Substance during the Five Year Period unless Replidyne determines that it is necessary to have a lower minimum based on market conditions, reasonable sales projections and other relevant information relating to the commercialization of the Drug Products. In such event, Replidyne and Nisso shall negotiate in good faith in an effort to agree in writing on a lower minimum purchase quantity of the Drug Substance for the Five Year Period. If Replidyne and Nisso cannot agree on a lower minimum within such ninety-day [ *** ] = 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 Exchange Act of 1933, as amended. period and Replidyne does not agree to the [ *** ] metric ton per year minimum within ten (10) days thereafter, then (i) Nisso shall have the right to terminate this Agreement, and (ii) Replidyne shall have the right to require Nisso to transfer the Manufacturing Technology of the Drug Substance to Replidyne or its Manufacturing Designee pursuant to the terms and conditions stipulated in Sections 8.2, 8.3, 8.4 and 8.5 hereof.
