Supply and Purchase Commitments Sample Clauses
Supply and Purchase Commitments. (a) Subject to Cerus’ supply of Platelet Wafers, Plasma Disks and [*], during the Term of this Agreement, Fenwal shall supply Cerus with purchase orders for Manufactured Products within the delivery times required under Section 2.4. Cerus shall purchase Manufactured Products from Fenwal as set forth in Section 2.5.
(b) Cerus shall purchase its requirements of Platelet Sets and Plasma Sets from Fenwal, subject to the following:
(i) For the duration of this Agreement and in any calendar year, Cerus shall purchase from Fenwal a number of Sets equal to the greater of [*]. In any event, Cerus shall not be required to purchase [*] in any given calendar year from Fenwal absent a written mutual agreement between Cerus and Fenwal stating such. Cerus is free to purchase [*] from a third-party supplier or suppliers. Such purchases by Cerus at any time from third-party supplier(s) will not alter Cerus’ purchase obligations under binding firm purchase orders to Fenwal then in effect pursuant to Section 2.4 of this Agreement.
(ii) In the event that Cerus provides [*] written notice of termination pursuant to Section 6.2(g) of this Agreement, then Cerus’ purchase requirements shall be modified as follows (without altering Cerus’ purchase obligations under binding firm purchase orders to Fenwal then in effect pursuant to Section 2.4 of this Agreement):
(A) During the [*] months following such notice, Cerus shall purchase Sets from Fenwal at a rate equal to [*] of the [*] for Sets purchased by Cerus from Fenwal during the [*] period preceding such notice;
(B) During months [*] following such notice, Cerus shall purchase Sets from Fenwal at a rate equal to [*] of the [*] for Sets purchased by Cerus from Fenwal during the [*] period preceding such notice; and
(C) During the [*] following such notice, Cerus shall purchase Sets from Fenwal at a rate equal to [*] of the [*] for Sets purchased by Cerus from Fenwal during the [*] period preceding such notice. [*] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Supply and Purchase Commitments a. During the Term, SUPPLIER shall sell and deliver, and CUSTOMER shall purchase, pay for, take delivery of and provide safe access for the delivery from SUPPLIER (or its authorized distributor) at the Customer Locations (other than any Burdensome Customer Location) of, the Products, in accordance with the terms of this Agreement.
b. CUSTOMER shall, and shall cause each Customer Location (other than each Burdensome Customer Location) to, purchase from SUPPLIER a percentage of such party’s requirements for the Products (or products that compete with the Products) that is equal to or greater than the applicable minimum percentage as set out in Exhibit A (the “Minimum Percentages”);
c. CUSTOMER shall use commercially reasonable efforts to purchase, and to cause each Customer Location (other than each Burdensome Customer Location) to purchase, [***]% of such party’s requirements for the Products (or products that compete with the Products) to the extent the Minimum Percentage with respect to any Product is less than [***]%;
d. SUPPLIER shall have the right of first refusal, but not the obligation, to supply up to [***]% of CUSTOMER’s requirements for Customer-Owned Locations and Great Canadian Licensee Locations (in each case, other than any Burdensome Customer Location) for any ROFR Products, and CUSTOMER shall have the obligation to purchase any such ROFR Products from SUPPLIER. CUSTOMER shall give SUPPLIER commercially reasonable advance written notice of its intent to purchase any such ROFR Products, and to the extent that SUPPLIER elects (in its sole discretion) to exercise such right of first refusal it shall give commercially reasonable advance written notice thereof to CUSTOMER. In the event that SUPPLIER exercises its right of first refusal with respect to any ROFR Product, the Parties agree to discuss in good faith the potential amendment of this Agreement (including Exhibit A hereof) to reflect the addition hereto of supply and purchase commitments and pricing arrangements with respect to such product, with the intent of continuing to provide for the exclusive supply of Products on market terms by SUPPLIER to CUSTOMER hereunder. In the event that the Parties cannot reach mutual agreement after [***] of such discussion, CUSTOMER shall be permitted to purchase such ROFR Product from an Alternative Supplier; provided that, the Parties shall use commercially reasonable efforts to minimize the term of any supply agreement entered into with an Alternative...
Supply and Purchase Commitments. (a) Any Products that Seller sells to Buyer during the Term (as defined in Section 4.1) shall be subject to the terms and conditions hereinafter set forth.
(b) Each purchase order submitted by Buyer under this Agreement and accepted by Seller shall constitute an individual sales contract (each a “Sales Agreement “) governed by the terms and conditions set forth in this Agreement including the Sales Terms and Conditions attached as Exhibit A.
Supply and Purchase Commitments a. Omrix shall supply all Investigational Drug necessary for timely completion of the Clinical Trials and as needed to meet demand under the Treatment Protocol, subject to the supply of recovered plasma volume provided to Omrix under the DCI Contract.
b. Omrix agrees to sell to FFF and FFF shall purchase all Investigational Drug produced by Omrix from recovered plasma purchased pursuant to the DCI Contract provided, however, that under no circumstances shall FFF be responsible for purchasing more than *** of the Investigational Drug in any calendar year unless Omrix has obtained prior written approval of FFF to purchase such additional
amounts. Notwithstanding the foregoing, during any partial calendar year under this Agreement, the number of grams of Investigational Drug which FFF shall be required to purchase shall be a pro rata amount based on the actual number of days during such calendar year in which this Agreement is in force and during which the Treatment Protocol is approved and effective.
c. Omrix shall assure that the Investigational Drug is shipped with the statement, "Caution: New Drug - Limited by United States law to investigational use," on the package label as required by 21 CFR Section 312.6.
Supply and Purchase Commitments. (a) Any Products that Seller sells to Buyer during the Term (as defined in Section 4.1) shall be subject to the terms and conditions hereinafter set forth.
(b) Each purchase order submitted by Buyer under this Agreement and accepted by Seller shall constitute an individual sales contract (each a “Sales Agreement “) governed by the terms and conditions set forth in this Agreement including the Sales Terms and Conditions attached as Exhibit A.
(c) Beginning on the Effective Date, Buyer will, or will cause its subsidiaries to, purchase each quarter from Seller Products in at least the same quarterly volumes that Seller sold Products to COTCO Holdings Limited and its subsidiaries during the fiscal quarter ended December 31, 2006. Beginning September 24, 2007 and continuing each fiscal quarter thereafter, Buyer will, or will cause its subsidiaries to, use commercially reasonable efforts to increase the volume of quarterly purchases of Products from Seller by ten percent (10%) or more per fiscal quarter, subject to Buyer’s finance and business conditions and the relevant market and industry conditions.
(d) If Buyer or its subsidiaries intend to source LED products in excess of the amounts required under Section 2.1(c), Buyer will provide Seller with a right of first refusal to supply such LED products pursuant to the terms of this Agreement so long as Seller LED products meet Buyer’s reasonable requirements.
Supply and Purchase Commitments