Declining Sales Trend Clause Samples
The Declining Sales Trend clause establishes specific actions or consequences if the sales of a product or service fall below a predetermined threshold over a set period. Typically, this clause may trigger renegotiation of terms, price adjustments, or even termination rights if sales consistently decrease, and it often includes metrics or reporting requirements to monitor sales performance. Its core function is to protect parties from ongoing commitments in the face of sustained poor sales, thereby allocating risk and providing a clear mechanism for addressing underperformance.
Declining Sales Trend. Notwithstanding anything to the contrary in Section 9.2.2 above, if NOVACEA fails to achieve Minimum Sales during a Commercial Year and if the Net Sales during the first Commercial Half Year of the following Commercial Year (the “Following Commercial Year”) are below [*] percent ([*]%) of the total Minimum Sales for such Following Commercial Year, then NOVACEA shall, promptly following receipt of written request from ▇▇▇▇▇▇ ▇▇▇▇▇, take all necessary anticipatory steps as identified by the Parties in good faith (excluding, however, any communication or filing with any Regulatory Agency) that will enable the Approvals to be transferred to ▇▇▇▇▇▇ ▇▇▇▇▇ or its designee in the USA or Canada, as applicable, as soon as possible after NOVACEA receives the termination notice referenced in Section 9.2.2, if, in fact, ▇▇▇▇▇▇ ▇▇▇▇▇ delivers such notice.