Annual Minimum. Within [***] ([***]) days following the end of each calendar year during the Term of this Agreement and within [***] (***) days following the expiry or earlier termination of the Term of this Agreement, OptiNose shall determine the Annual Threshold and the Annual Minimum and shall provide such numbers to CPL together with sufficient information, certified by an officer of OptiNose to enable CPL to confirm OptiNose’s determination and the quantity of any deficiency. If OptiNose fails to order from CPL the Annual Minimum, then as OptiNose’s sole and exclusive liability and CPL’s sole and exclusive remedy, OptiNose shall, within [***] ([***]) days following determination of such fact, pay to CPL an amount equal to [***] as noted on Exhibit B hereto. For purposes of calculating any amount to be paid by OptiNose to CPL for an Annual Minimum shortfall, the supply prices in effect at the end of the applicable annual period in which the shortfall occurred shall apply.
Appears in 3 contracts
Sources: Manufacture and Supply Agreement, Manufacture and Supply Agreement (OptiNose, Inc.), Manufacture and Supply Agreement (OptiNose, Inc.)