Common use of Minimum Purchase Commitment Clause in Contracts

Minimum Purchase Commitment. During each Contract Year hereunder, NxStage hereby agrees to purchase from PiSA and PiSA hereby agrees to sell to NxStage a quantity of Products constituting no less than the annual minimum number of units of Products as provided in Appendix A of this Agreement (“Minimum Purchase Commitment”). If it becomes evident, during any given Contract Year, that NxStage will not achieve the Minimum Purchase Commitment, NxStage shall promptly notify PiSA in writing and both parties shall meet in person or by phone to discuss in good faith acceptable solutions to the shortfall. Any acceptable solution shall be agreed to in writing. If the parties fail to reach a mutually acceptable solution following such good faith discussions, NxStage shall pay to PiSA an amount equal to [**] percent ([**]%) of the Unit Shortfall for the applicable Contract Year’s Minimum Purchase Commitment multiplied by the Product Purchase Price (as defined below) in force for that Contract Year.