Common use of Minimum Purchases Clause in Contracts

Minimum Purchases. (i) Following the [*] of the First Commercial Sale in any country within the E.U. of an Initial Product following receipt of E.U. Regulatory Approval, Ethicon agrees to purchase from Focal the following minimum unit quantities of Product per year for the term of this Agreement: (A) [*] of Product, if only one Initial Product has received Regulatory Approval in the Territory and such Regulatory Approval is for a single indication, or (B) [*] of Product, if one Initial Product has received Regulatory Approval in the Territory for more than one indication, or if more than one Initial Product has received Regulatory Approval in the Territory. (ii) Ethicon shall not be considered as having failed to meet the purchase minimums (A) in the event such failure is a result of Focal's failure to supply a Product under this Agreement, (B) in the event of a recall or government initiated action with respect to a Product or (C) in the event that Ethicon fails to meet the purchase minimum as set forth in this Section 7(e) for an Initial Product in a given year but pays Focal during such year an amount equal to the product of the Purchase Price for such Initial Product multiplied by (M-A), where M is the minimum unit quantity of such Initial Product that Ethicon is obligated to purchase from Focal during such year and A is the number of units of such Initial Product that Ethicon actually purchased from Focal during such year. (iii) In the event that Ethicon does not meet the applicable annual purchase minimums set forth in this Section in any calendar year commencing after the [*] anniversary referred to in subsection (i) above, then Focal's sole and exclusive remedy shall be [*] (it being specifically understood that such failure to meet the * Confidential treatment has been requested for marked portion annual purchase minimums shall not be considered to be an Event of Default under this Agreement).

Minimum Purchases. (i) Following the [*] of the First Commercial Sale in any country within the E.U. of an Initial Product following receipt of E.U. Regulatory Approval, Ethicon agrees to purchase from Focal the following minimum unit quantities of Product per year for the term of this Agreement: (A) [*] of Product, if only one Initial Product has received Regulatory Approval in the Territory and such Regulatory Approval is for a single indication, or (B) [*] of Product, if one Initial Product has received Regulatory Approval in the Territory for more than one indication, or if more than one Initial Product has received Regulatory Approval in the Territory. (ii) Ethicon shall not be considered as having failed to meet the purchase minimums (A) in the event such failure is a result of Focal's failure to supply a Product under this Agreement, (B) in the event of a recall or government initiated action with respect to a Product or (C) in the event that Ethicon fails to meet the purchase minimum as set forth in this Section 7(e) for an Initial Product in a given year but pays Focal during such year an amount equal to the product of the Purchase Price for such Initial Product multiplied by (M-A), where M is the minimum unit quantity of such Initial Product that Ethicon is obligated to purchase from Focal during such year and A is the number of units of such Initial Product that Ethicon actually purchased from Focal during such year. (iii) In the event that Ethicon does not meet the applicable annual purchase minimums set forth in this Section in any calendar year commencing after the [*] second anniversary referred to in subsection (i) above, then Focal's sole and exclusive remedy shall be [*] its option to terminate this Agreement, effective upon ninety (90) days prior written notice of Focal's intention to do so (it being specifically understood that such failure to meet the * Confidential treatment has been requested for marked portion annual purchase minimums shall not be considered to be an Event of Default under this Agreement).