Product Allocation and Purchase Sample Clauses

Product Allocation and Purchase. Vendor agrees to sell the Products to CVS, and CVS agrees to purchase the Products from Vendor, subject to the terms and conditions in this Agreement. LumiraDx commits to make a minimum monthly quantity of the Products available for CVS to purchase as set forth in Exhibit A, as it may be amended from time to time by mutual agreement of the parties. CVS is not obligated to make any minimum purchases under this Agreement. An initial purchase order for Products shall be placed within [***] of receipt by Vendor of the EUA FDA Approval for the SARS-COV antigen test. CVS warrants that it will not utilize any Products purchased prior to Vendor obtaining the necessary EUA FDA Approval. For purposes of this Agreement, “Business Day” means any day that the New York Stock Exchange is open for trading. Thereafter, [***] prior to the end of each month, CVS shall place a confirmatory purchase order for the following month identifying the number of LumiraDx Instruments, COVID-19 Test Strips and/or Ancillary Equipment it desires to purchase. If CVS shall fail to place such confirmatory purchase order, or such order for the LumiraDx Instruments or COVID-19 Test Strips is for quantities less than the monthly allocation listed on Exhibit A, CVS shall not be entitled to such monthly allocation explicitly tied to such Product type for that month and LumiraDx shall have no obligation to ensure that any shortfall on such purchase order shall roll over and be added to the allocation for the subsequent month. Should CVS fail to place any confirmatory purchase order for a consecutive [***] period for the LumiraDx Instruments or the COVID-19 Test Strips, then Vendor and CVS shall adjust the allocation for such Product as set forth on Exhibit A. For the avoidance of doubt and by way of example, CVS’s failure to place a purchase order for the LumiraDx Instruments shall only extinguish CVS’s entitlement to the corresponding LumiraDx Instruments and shall not modify, remove, nor diminish CVS’s entitlement to the allocated COVID-19 Test Strips, or vice-versa, as long as such purchase order was placed. CVS shall not be obligated to order or accept any LumiraDx Instrument where the COVID-19 Test Strip allocation is less than [***] COVID-19 Test Strips per month per LumiraDx Instrument. Vendor may, subject to availability, make available additional quantities of Products for CVS to purchase, but unless such confirmatory purchase orders are placed timely, Vendor shall not be required to hold...