Common use of Minimum Purchase Quantity Clause in Contracts

Minimum Purchase Quantity. During each [***] period of the Term, beginning with Customer’s receipt of the first marketing authorisation until expiration or termination of this Contract, Customer shall include within its Binding Forecast, and place Purchase Orders for, a minimum quantity of the [***], or (b) [***], at the agreed price (the “Minimum Purchase Obligation”). Such Minimum Purchase Obligation shall not be deemed to be a warranty or a guarantee by ▇▇▇▇▇▇▇▇▇▇ to provide any such capacity, provided that if Customer submits a Binding Forecast and places Purchase Orders for [***] in each such [***] period, Customer will be deemed to have fulfilled the Minimum Purchase Obligation, and shall have no further obligation to purchase any specified quantity of Product from ▇▇▇▇▇▇▇▇▇▇ during the respective [***] period. Further, if ▇▇▇▇▇▇▇▇▇▇ fails to provide the capacity for the supply of Product (including as a result of a rejection by ▇▇▇▇▇▇▇▇▇▇ of a Long Range Forecast or any portion thereof for the applicable period that was within the Batch Capacity), and/or to supply such Product against such Purchase Orders for any reason, Customer shall have no obligation to place additional Purchase Orders during such [***] period or any subsequent period to make up the shortfall in quantity caused by ▇▇▇▇▇▇▇▇▇▇’▇ failure to provide capacity or supply the quantity of Product ordered by Customer. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Minimum Purchase Quantity. During each [***] period of the Term, beginning with Customer’s receipt of the first marketing authorisation until expiration or termination of this Contract, Customer shall include within its Binding Forecast, and place Purchase Orders for, a minimum quantity of the [***], or (b) [***], at the agreed price (the “Minimum Purchase Obligation”). Such Minimum Purchase Obligation shall not be deemed to be a warranty or a guarantee by ▇▇▇▇▇▇▇▇▇▇ to provide any such capacity, provided that if Customer submits a Binding Forecast and places Purchase Orders for [***] in each such [***] period, Customer will be deemed to have fulfilled the Minimum Purchase Obligation, and shall have no further obligation to purchase any specified quantity of Product from ▇▇▇▇▇▇▇▇▇▇ during the respective [***] period. Further, if ▇▇▇▇▇▇▇▇▇▇ fails to provide the capacity for the supply of Product (including as a result of a rejection by ▇▇▇▇▇▇▇▇▇▇ of a Long Range Forecast or any portion thereof for the applicable period that was within the Batch Capacity), and/or to supply such Product against such Purchase Orders for any reason, Customer shall have no obligation to place additional Purchase Orders during such [***] period or any subsequent period to make up the shortfall in quantity caused by ▇▇▇▇▇▇▇▇▇▇’▇ failure to provide capacity or supply the quantity of Product ordered by Customer. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.. Confidential Treatment Requested by Prothena Corporation plc