Common use of Minimum Purchase Requirements Clause in Contracts

Minimum Purchase Requirements. (a) Within [***] of Equateq’s supply of API meeting the requirements of this Agreement in accordance with Section 3.2 and, provided [***], Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Initial Minimum Purchase Requirement”). (b) Within [***] of Equateq’s completion of the shipment of the Initial Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Second Minimum Purchase Requirement”). (c) Within [***] of Equateq’s completion of the shipment of the Second Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Third Minimum Purchase Requirement”). (d) Within [***] of Equateq’s completion of the shipment of the Third Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Fourth Minimum Purchase Requirement,” and, together with the Initial Minimum Purchase Requirement, Second Minimum Purchase Requirement, and Third Minimum Purchase Requirement, the “Minimum Purchase Requirements”). (e) The Minimum Purchase Requirements shall be ordered [***] over the period of the relevant [***] and in accordance with the forecasts provided pursuant to Section 3.4. (f) For the avoidance of doubt, the Minimum Purchase Requirement shall be Amarin’s sole purchase requirement under this Agreement, save to the extent that Amarin agrees to make further purchases through the [***] Forecasts under Section 3.4 or otherwise by agreement with Equateq. (g) If Equateq ships Nonconforming API intended to be incorporated into Product for commercial sale pursuant to [***] Purchase Orders in any [***] period, but for the avoidance of doubt excluding any API supplied pursuant to Section 3.2 or Section 4.1(e), Amarin shall be relieved of purchasing the Minimum Purchase Requirement applicable to such time period.

Minimum Purchase Requirements. (i) The First Supply Year shall commence on the first day of the first month included in the Initial Quarterly Forecast, and shall continue for twelve (12) months thereafter. During the First Supply Year and for each Supply Year thereafter until this Agreement expires or is terminated, CUSTOMER shall purchase from POLYPEPTIDE an amount of PRODUCT to be sold or distributed in the Territory equal to at least: (a) [**] percent ([**]%) of CUSTOMER’s demand for the Territory during the Supply Year if the applicable price for PRODUCT under the Agreement during such Supply Year is at least [**] less than [**] for [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. supplying PRODUCT (in each case, in similar quantities and meeting the Specifications, (b) [**] percent ([**]%) of CUSTOMER’s demand for the Territory during the Supply Year if the applicable price for PRODUCT under the Agreement during such Supply Year is less than [**] above [**] for supplying PRODUCT (in each case, in similar quantities and meeting the Specifications), or (c) [**] percent ([**]%) of CUSTOMER’s demand for the Territory during the Supply Year if (i) the applicable price for PRODUCT under the Agreement during such Supply Year is [**] above [**] for supplying PRODUCT (in each case, in similar quantities and meeting the Specifications), but does not exceed the applicable price set forth on Appendix D hereto(1), or (ii) if CUSTOMER elects to manufacture PRODUCT internally or through an Affiliates (as applicable from time to time, the “Minimum Requirement”); provided, that, in each case, POLYPEPTIDE has demonstrated, to the satisfaction of CUSTOMER, its ability to produce and sustain the production of PRODUCT in quantities sufficient to support the applicable Minimum Requirement. If POLYPEPTIDE is unable to make such demonstration to CUSTOMER’s satisfaction, the Minimum Requirement shall be reduced to a lower percentage of CUSTOMER’s total demand for the Territory with respect to which POLYPEPTIDE is able to demonstrate its ability to produce and sustain production. Notwithstanding anything to the contrary set forth herein, the Minimum Requirement shall not exceed [**]. (ii) Within [**] days following the Effective Date, CUSTOMER shall, subject to applicable confidentiality obligations, provide evidence of third party supplier pricing or evidence of internal manufacturing costs (as the case may be) for Product and evidence that the alternative supplier’s commercial product passes release testing requirements comparable to that required under this Agreement. Based on such evidence, the parties shall determine the initial Minimum Requirement. No later than [**] days prior to the first day of Equateq’s each Supply Year, CUSTOMER may notify POLYPEPTIDE (the “Competitive Offer Notice”) that it can purchase from a reputable third party supplier, PRODUCT that: (a) meets (1) Volume-based pricing will initially be based on aggregate supply by POLYPEPTIDE to Customer and its Affiliates and licensees in the Territory. In the event that Ironwood, or its licensees, seek to engage POLYPEPTIDE to manufacture PRODUCT for sale outside of API meeting the requirements Territory, POLYPEPTIDE agrees to negotiate in good faith pricing schedules under this Agreement and under such additional territory agreements that fairly reflect the efficiencies associated with the manufacture of the additional volume of PRODUCT. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. the Specifications, and (b) is offered at a price for similar quantities (taking into consideration any other fees paid to such third party supplier that affect pricing), that is lower than the then-current price for PRODUCT purchased under this Agreement by an amount that would result in a reduction to the then-current Minimum Requirement. Upon receipt of such notice, CUSTOMER and POLYPEPTIDE shall meet and discuss whether POLYPEPTIDE can improve its cost structure within a reasonable period of time in order to match the other source. Following issuance of the Competitive Offer Notice, at the request of POLYPEPTIDE, CUSTOMER shall, subject to applicable confidentiality obligations, provide evidence of the third party offer or evidence of internal costs (as the case may be) and evidence that the alternative supplier’s commercial product passes release testing requirements comparable to that required under this Agreement. POLYPEPTIDE shall have [**] days from its receipt of the Competitive Offer Notice to notify CUSTOMER in writing that it is willing to reduce its pricing under this Agreement in order to maintain (or increase) the then-current Minimum Requirement. If POLYPEPTIDE does not deliver such notice within such time period, then the Minimum Requirement shall be reduced in accordance with Section 3.2 and7.2(i) above. Reduced pricing (if applicable) shall apply to any Firm Purchase Orders issued after CUSTOMER’s receipt of POLYPEPTIDE’s written notice of price reduction. This process and its impact on the Rolling Forecast is illustrated on Appendix B. If POLYPEPTIDE reduces its pricing under this Agreement pursuant to a Competitive Bid Notice and the third party supplier with the competitive pricing fails to obtain regulatory approval for the PRODUCT or withdraws its application for regulatory approval for PRODUCT, provided POLYPEPTIDE’s price reduction shall be null and void and the purchase price for PRODUCT shall revert back to the purchase price prior to the price reduction. [***]. (iii) In addition to, Amarin agrees to purchase from Equateqor in lieu of, and Equateq agrees to supply to Amarinthe Competitive Offer Notice, no later than [***] days prior to the first day of API (each Supply Year, CUSTOMER may notify POLYPEPTIDE that it intends to commence the “Initial Minimum Purchase Requirement”). (b) Within [***] manufacture of Equateq’s completion of the shipment of the Initial Minimum Purchase RequirementPRODUCT internally, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Second Minimum Purchase Requirement”). (c) Within [***] of Equateq’s completion of the shipment of the Second Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Third Minimum Purchase Requirement”). (d) Within [***] of Equateq’s completion of the shipment of the Third Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Fourth Minimum Purchase Requirement,” and, together with the Initial Minimum Purchase Requirement, Second Minimum Purchase Requirement, and Third Minimum Purchase Requirement, the “Minimum Purchase Requirements”). (e) The Minimum Purchase Requirements shall be ordered [***] over the period of the relevant [***] and in accordance with the forecasts provided pursuant to Section 3.4. (f) For the avoidance of doubtor through an Affiliate. In such case, the Minimum Purchase Requirement shall be Amarin’s sole purchase requirement under this Agreement, save to the extent that Amarin agrees to make further purchases through the [***] Forecasts under Section 3.4 or otherwise by agreement with Equateq. (g) If Equateq ships Nonconforming API intended to be incorporated into Product for commercial sale pursuant reduced to [***] Purchase Orders in any percent [**]%) of CUSTOMER’s demand for the Territory during the Supply Year as set forth in 7.2(i)(c) above. This process and its impact on the Rolling Forecast is illustrated on Appendix B. [**] period= Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (iv) Notwithstanding the above, in the event that: (a) CUSTOMER has placed Firm Purchase Orders with POLYPEPTIDE consistent with the Minimum Requirement, and during any period of [**] consecutive months, POLYPEPTIDE is unable to make timely delivery of the amounts set forth in the Firm Purchase Orders for any reason, or (b) POLYPEPTIDE becomes bankrupt as set forth in Section 8.5, then, in either case, the applicable Minimum Requirement shall be reduced to such amount as CUSTOMER shall, in its sole discretion (but after consultation with POLYPEPTIDE if practicable in light of the circumstances giving rise to the failure of timely delivery), determine POLYPEPTIDE is able to provide to CUSTOMER, and this amount shall become the Minimum Requirement for the avoidance remainder of doubt excluding any API supplied pursuant to Section 3.2 or Section 4.1(e), Amarin the Term. The procedure set forth herein shall be relieved repeated if the triggering events arise again after adjustment of purchasing the Minimum Purchase Requirement applicable to such time periodRequirement.

Minimum Purchase Requirements. (a) Within [***] GE Healthcare guarantees, subject to LMI’s ability to supply, a minimum purchase requirement of Equateq’s supply of API meeting Products as set forth in this Section 3.1. From and after the requirements of this Agreement in accordance with Section 3.2 andEffective Date, provided [***]LMI agrees to use commercially reasonable best efforts to manufacture and sell to GE Healthcare, Amarin and GE Healthcare agrees to purchase from EquateqLMI, and Equateq agrees to supply to Amarin, [***] of API the following requirements (the “Initial Minimum Purchase Requirement”). (b) Within [***] of Equateq’s completion of the shipment of the Initial Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Second Minimum Purchase Requirement”). (c) Within [***] of Equateq’s completion of the shipment of the Second Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Third Minimum Purchase Requirement”). (d) Within [***] of Equateq’s completion of the shipment of the Third Minimum Purchase Requirement, Amarin agrees to purchase from Equateq, and Equateq agrees to supply to Amarin, [***] of API (the “Fourth Minimum Purchase Requirement,” and, together with the Initial Minimum Purchase Requirement, Second Minimum Purchase Requirement, and Third Minimum Purchase Requirementcollectively, the “Minimum Purchase Requirements”).): (ei) The percent (***%) of GE Healthcare’s and its affiliates’ requirements for Xe-133 gas Product from the Effective Date through the end of the Term; and (ii) percent (***%) of GE Healthcare’s and its affiliates’ requirements for Gallium Citrate Ga 67 Product from the Effective Date through the end of the Term; and (iii) such percentages of GE Healthcare’s and its affiliates’ requirements for Technetium-99m products as set forth on Exhibit A hereto; provided that (A) the Minimum Purchase Obligations described in clause (iii) above apply only to locations that are GE Healthcare Radiopharmacies as of the Effective Date, and only the purchases of TechneLite® Products by such GE Healthcare Radiopharmacies will apply towards meeting GE Healthcare’s overall requirements set forth on Exhibit A hereto; (B) the Minimum Purchase Obligations for any location that first becomes a GE Healthcare Radiopharmacy (however such a transaction is structured) after the Effective Date (each, a “New GE Healthcare Radiopharmacy”) will equal ***; and (C) GE Healthcare agrees to negotiate reasonably and in good faith a further commitment for each existing GE Healthcare Radiopharmacy and New GE Healthcare Radiopharmacy to ***. (b) Compliance with the Minimum Purchase Requirements shall for Gallium Citrate Ga-67 Injection and Xe-133 gas Products set forth in Sections 3.1(a)(i) and (ii) will be ordered [determined as of *** and as of the end of each *** thereafter (as evidenced by reasonable documentation made available to LMI or its representatives upon the request of LMI or its representatives). Not later than *** (***] over ) days after the period end of the relevant [each ***] , GE Healthcare shall provide to LMI, upon the request of LMI or its representatives, a timely, complete and in accordance accurate report that sets forth GE Healthcare’s total requirements for each Gallium Citrate Ga-67 Injection and Xe-133 gas Product and certifies that GE Healthcare has complied or failed to comply with the forecasts provided pursuant its obligation to Section 3.4. (f) For the avoidance of doubt, purchase the Minimum Purchase Requirement shall be Amarin’s sole purchase requirement under this Agreement, save to the extent that Amarin agrees to make further purchases through the [Requirements for such Products for such ***] Forecasts under Section 3.4 . In any *** in which GE Healthcare does not purchase at least the applicable Minimum Purchase Requirements for such Products from LMI, GE Healthcare shall promptly pay to LMI the Shortfall Payment for Gallium and Xe-133 (as hereinafter defined). For purposes of minimizing such payments, GE Healthcare will make a good faith estimate of the Product orders for each *** in the then-current *** and will use commercially reasonable best efforts to (i) place purchase orders in the last *** of such *** for such additional amounts of such Product(s) as may be necessary to avoid (or otherwise by at least minimize) such payments (subject to LMI’s ability and mutual agreement with Equateq. to fill such excess orders, which LMI will use its commercially reasonable best efforts to do) or (gii) If Equateq ships Nonconforming API intended make any necessary payments prior to be incorporated into Product for commercial sale pursuant to [the end of such ***] Purchase Orders ; provided that, notwithstanding the foregoing obligations, (x) in any [order to assist LMI with optimizing its manufacturing schedule for Gallium Citrate Ga-67 Injection and Xe-133 gas Product, GE Healthcare will use commercially reasonable best efforts to place purchase orders for Gallium Citrate Ga-67 Injection and Xe-133 gas Products in a manner that results in a consistent *** average of *** for each such Product (measured on a ***] period* basis) and (y) by the *** of the *** immediately succeeding such ***, but for GE Healthcare shall make any necessary true-up payments to comply with the avoidance requirements of doubt excluding any API supplied pursuant to this Section 3.2 or Section 4.1(e3.1(b), Amarin shall be relieved of purchasing the Minimum Purchase Requirement applicable to such time period.