Sales Minimums. Distributor hereby commits to Supplier to achieve, at a minimum, the sales targets set forth on Exhibit C hereto during the Term (“Sales Minimum”), and the Total Value of orders for each year listed therein (the “Order Value”). If Distributor fails to achieve the Sales Minimum and/or the Order Value in any given period specified in Exhibit C hereto, Supplier may, at its own discretion either: (i) terminate this Agreement in accordance with Section 9.1 below, or (ii) revoke the exclusive appointment granted to the Distributor under Section 1.3 and appoint Distributor as a non-exclusive Distributor in the Territory. Supplier shall notify Distributor if’ such appointment is made. Said appointment shall not derogate from the terms of this Agreement and all other terms of this Agreement shall remain in effect Mutatis Mutandis.
Sales Minimums. PreMD hereby waives any rights which it may have as a result of MxXxxx’x not having cumulative Net Sales of Products pursuant to section 17.3(a) for the 2004, 2005 and 2006 Calendar Years (it being understood that the obligations of MxXxxx pursuant to section 17.3(a) shall arise only in respect of the 2007 and subsequent Calendar Years), *****.
Sales Minimums a. The Country may be removed from the Territory if Sales in the Country (in United States Dollars “USD”) are below the following minimum amounts (Year 1 commences on the date of the first sale of Products in the Country):
1. Year 1 $1.0 million 2. Year 2 $1.8 million 3. Year 3 $3.0 million 4. Year 4 $4.5 million 5. Year 5 $6.5 million
Sales Minimums. (a) In the event LabCorp fails to sell at least the number of Harmony Tests as set forth in Exhibit 5.3(a), as adjusted by Section 5.3(b) below (the “Sales Minimums”) during the applicable calendar year of the Exclusive Period or any calendar quarter which falls within the calendar year in which the Exclusive Period expires, then ARIOSA shall notify LabCorp in writing and LabCorp [*]. In the event LabCorp does not [*], ARIOSA shall have the option to convert the Exclusive Period to the Non-Exclusive Period as provided in Section 6.1. For purposes of clarification, conversion of the Exclusive Period to the Non-Exclusive Period [*].
(b) In the event of a Test Stoppage, then LabCorp’s obligation to meet Sales Minimums [*] shall be [*] suspended and waived and the Exclusive Period extended until the Test Stoppage is over (i.e., the injunction is removed, the necessary regulatory or other governmental approval has been obtained, or ARIOSA recovers from the Force Majeure condition and is able to perform the Harmony Test again). Once the Test Stoppage is over, the Sales Minimums will re-commence at the rate in effect immediately prior to the suspension, the Sales Minimums schedule [*] shall be adjusted and prorated to account for the time of such suspension, and the Exclusive Period shall be extended for the amount of time of the suspension.
(c) In the event LabCorp’s actual sales of the Harmony Test are less than [*], then the Collaboration Committee shall discuss in good faith a possible adjustment to Sales Minimums to reflect what can realistically be achieved and/or ARIOSA may convert to a Non-Exclusive Period [*].
Sales Minimums. The Parties acknowledge that this Agreement is being entered and executed during a Force Majeure identified as the COVID-19 Worldwide Pandemic. Market conditions currently exist that make attainment of the Sales Minimums unknown due to the rapid and severe economic downturn in the U.S. economy, accompanied by federal, state and local governments placing a moratorium on elective surgeries, such as sacroiliac fixation and fusion where the Product is utilized. As a result, the Parties acknowledge that the Sales Minimums may be adjusted accordingly, if necessary, by mutual Addendum to this Agreement. The Sales Minimums shall be seventy percent (70%) of the Initial Forecast in Exhibit B herein and shall be measured and evaluated on a 3-calendar month basis (referred to as quarters) as applicable to Paragraph 3.1 herein. Making the absolute, critical assumption that the new and improved Product is available to Representative in commercial quantities of 20 Product kits with sufficient inventory to meet Sales Minimums, the first Sales Minimums shall become applicable commencing on the first day of a calendar quarter determined by mutual written agreement between the Parties, but no later than six (6) months after the date of delivery of the 20 Product kits with sufficient inventory to the Representative, and then every calendar quarter thereafter, unless agreed to otherwise in writing. When the 3-month unit sales results exceed any given quarterly Sales Minimum, the net amount in excess shall count towards achieving the following 3-month Sales Minimum
Sales Minimums. Professional Product
Sales Minimums. In the event that NET SALES of the ARTICLES do not meet the following mimimum amounts, then LICENSOR shall have the right to terminate this Agreement immediately upon written notice to LICENSEE: (i) for ARTICLES bearing the 0 OSCAR LICENSED MXXX, TWO MILLION ($2,000,000) DOLLARS for each CONTRACT YEAR, including each CONTRACT YEAR of any renewal term; and (ii) for ARTICLES bearing the Oscar by Oscar de la Renta LICENSED MXXX, ONE MILLION FIVE HUNDRED THOUSAND ($1,500,000) DOLLARS for each of the SECOND, THIRD, FOURTH AND FIFTH CONTRACT YEARS as well as each CONTRACT YEAR of any renewal term. Notwithstanding anything else contained in this Agreement, a failure to meet the sales minimum amounts in this Section with respect to a LICENSED MXXX will be deemed a failure to meet the sales minimum amounts in this Section for the other LICENSED MXXX, regardless of the actual sales amounts for the other LICENSED MXXX, entitling LICENSOR to terminate this Agreement with respect to both LICENSED MARKS pursuant to this Section.
Sales Minimums. 3.1 BioLife agrees to manage the Company to achieve the following sales minimums:
(a) Within 12 months of execution – deployment of at least [**Confidential Treatment Requested**] units
(b) Within 24 months of execution – deployment of at least [**Confidential Treatment Requested**] units
3.2 These sales minimums shall be adjusted as appropriate to take into account any problems in performance by SAVSU of its obligations to the Company or other factors out of the control of BioLife. Failure to meet these sales minimums would constitute a material breach on the part of BioLife with regard to which the Company would have the right to terminate under Section 11.2(a), and provided further that BioLife’s obligations hereunder shall not exceed its commitment to provide capital contributions to the Company under the LLC Agreement.
Sales Minimums. Subject to Section 2.17, AMI will exercise commercially reasonable efforts to achieve the Sales Minimum specified below for the specified period:
(a) For Calendar Year 2009, either
(i) if AMI or its Affiliates Commercialize a Cannibalizing Product in 2009, a Sales Minimum of [*] U.S. Dollars (US$[*]); or
(ii) if AMI or its Affiliates do not Commercialize a Cannibalizing Product in 2009 there will be no Sales Minimum.
(b) For Calendar Year 2010, either
(i) if AMI or its Affiliates Commercialize a Cannibalizing Product in 2010, a Sales Minimum of [*] U.S. Dollars (US$[*]); or
(ii) if AMI or its Affiliates do not Commercialize a Cannibalizing Product in 2010, there will be no Sales Minimum.
(c) For Calendar Year 2011 and each subsequent Calendar Year during the Initial Term, the Sales Minimum will be the greater of [*] U.S. Dollars (US$[*]) or [*] percent ([*]%) of AMI’s long-range plan forecast for Celera Products for such Calendar Year, as determined six (6) months prior to the start of such Calendar Year; provided, the Sales Minimum for each Calendar Year after the Initial Term, if any, will be adjusted pro rata based upon AMI’s purchases for distribution in the EEA pursuant to Section 3.1.
(d) By August 31, 2012, AMI will provide to Celera a non-binding forecast for Celera Products in the Territory for the first Renewal Term for the purpose of agreement by the Parties on the Sales Minimums for such first Renewal Term, if any.
(e) By August 31, 2014, AMI will provide to Celera a non-binding forecast for Celera Products in the Territory for the second Renewal Term for the purpose of agreement by the Parties on the Sales Minimums for such second Renewal Term, if any.
Sales Minimums. Based on the Marketing Plan and Analysis and the Production Plan, the parties shall agree on minimum sales amounts for each Product in the geographical areas of the world. Such sales minimums may provide for an initial introduction period with increasing amounts to be met during subsequent time periods. The minimum sales amounts shall be set forth on Exhibit "D" attached hereto and incorporated herein by this reference which shall be attached to this Agreement and become a part thereof. SSRI's exclusive rights to market and sell the Products shall remain in effect so long as the minimums set forth on Exhibit "D" for the identified geographical markets are met or exceeded. To the extent that such sales minimums are not met for a particular geographic market, LarsonoDavis shall have the right to terminate SSRI's exclusive rights to such geographical market by providing 30 days written notice to SSRI of its failure to meet the minimum sales requirements. Subsequent to the termination SSRI's exclusive rights in any geographical market, Xxxxxx Xxxxx shall have the right to directly, or indirectly through sales representatives or distributors, sell Products into such geographical market; provided that, such failure was not the result of Xxxxxx Xxxxx not delivering Products or meeting production schedules.
