Minimum and Maximum Quantity Clause Samples

Minimum and Maximum Quantity. Valneva shall order at least [***] of the Annual Reference Quantity (“Minimum Quantity”) and may order up to [***] of the Annual Reference Quantity (“Maximum Quantity”), subject to ▇▇▇▇▇▇’▇ written approval. However, ▇▇▇▇▇▇▇ hereby acknowledges and agrees that the Maximum Quantity in each calendar year may not exceed a total of [***] batches without ▇▇▇▇▇▇’▇ consent. To the extent that quantities ordered in any Purchase Order exceed the quantities forecasted (i) for the Binding Period; or (ii) for the Semi-Binding Period by more than [***]; or (iii) the Maximum Quantity (individually and collectively “Additional Quantity”), such Purchase Order shall be considered a binding commitment of Valneva to pay for the Product quantity reflected in the Purchase Order and ▇▇▇▇▇▇ shall respond to Valneva if such Additional Quantity can be supplied, subject to the Facility's manufacturing and equipment capacities and other supply commitments, provided, however, that ▇▇▇▇▇▇'▇ failure to supply any such Additional Quantity (or part thereof) shall not constitute a breach of this Agreement by ▇▇▇▇▇▇. ▇▇▇▇▇▇’▇ acceptance to deliver Additional Quantities set out in an individual Purchase Order shall in no event (i) oblige ▇▇▇▇▇▇ to accept Additional Quantities in future Purchase Orders; nor (ii) be construed as acceptance by ▇▇▇▇▇▇ of quantity increases in future Rolling Forecasts or increased Maximum Quantities. Furthermore, it is agreed and understood by the Parties that any Additional Quantity will not be considered as Annual Ordered Quantity (as defined below) and not included therein during the annual reconciliation review by the Parties and will not be credited against the Minimum Quantity.