Product Minimums Sample Clauses

Product Minimums. Notwithstanding anything to the contrary contained in this Agreement, during each of the first three (3) twelve (12) month periods following the date that Microline receives the Regulatory Approval (collectively, the “Minimum Period”), Transenterix shall purchase at least 75% of the minimum number of Supply Products set forth on Exhibit E, which shall become 100% of such minimum number upon the obtaining of 5MM Clearance or 7MM Clearance, prorated for the 12 month period based on the month in which such clearance was obtained (the “Minimum Products”). In the event that this Agreement is terminated prior to the expiration of the Minimum Period other than by Transenterix in accordance with Section 15(b) or 15(d)(ii), Transenterix shall pay to Microline, for each Minimum Product not purchased by Transenterix during the Minimum Period, an amount equal to (i) the then-current price of such Minimum Product multiplied by (ii) the profit margin achieved by Microline with respect to such Minimum Product as of the effective date of such termination, as certified by Microline. During any Renewal Term (as such term is defined in Section 15(a)), Transenterix shall purchase the cumulative minimum number of Supply Products set forth on Exhibit E for such Renewal Term (the “Renewal Minimum Products”). In the event that this Agreement is terminated prior to the expiration of such Renewal Term other than by Transenterix in accordance with Section 15(b), Transenterix shall pay to Microline, for each Renewal Minimum Product not purchased by Transenterix during the Renewal Term, an amount equal to (A) the then-current price of such Renewal Minimum Product multiplied by (B) the profit margin achieved by Microline with respect to such Renewal Minimum Product as of the effective date of such termination, as certified by Microline.
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Product Minimums. Notwithstanding anything to the contrary contained in this Agreement, during each of the [*************************] following the FSP Launch Date (collectively, the “Minimum Period”), TransEnterix shall purchase at least the minimum number of Supply Products set forth on Exhibit E, which number shall be reduced by [****]% for each month’s delay in the FSP Launch Date from the date specified in the Work Plan that is caused solely by Microline (the “Minimum Products”). Delays to the Work Plan that are caused by a delay in TransEnterix deliverables or by mutually agreed changes to FSP Product Specifications will not be counted towards this reduction in Minimum Products, but instead will shift the Work Plan schedule accordingly. [************************************************************************************************* ************************************************************************************************************ ****************************************************************************************************** ****************************************************.] During any Renewal Term (as such term is defined in Section 15(a)), TransEnterix shall purchase the cumulative minimum number of Supply Products set forth on Exhibit E for such Renewal Term (the “Renewal Minimum Products”).[***************************************************************** ************************************************************************************************************ ************************************************************************************************************ *******************************************************************.]
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Product Minimums. Notwithstanding anything to the contrary contained in this Agreement, during the first twelve (12) month period following the date that Microline receives the Regulatory Approval (collectively, the “Minimum Period”), Transenterix shall purchase at least the minimum number of Supply Products set forth on Exhibit E (the “Minimum Products”). In the event that this Agreement is terminated prior to the expiration of the Minimum Period other than by Transenterix in accordance with Section 15(b) or 15(d)(ii), Transenterix shall pay to Microline, for each Minimum Product not purchased by Transenterix during the Minimum Period, an amount equal to (i) the then-current price of such Minimum Product multiplied by (ii) the profit margin achieved by Microline with respect to such Minimum Product as of the effective date of such termination, as certified by Microline. If Microline does not make the Minimum Products available during the Minimum Period, Transenterix shall be relieved of its obligation to purchase any Minimum Products not made so available.”
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Related to Product Minimums

  • Product Quality Isoprene, (hereinafter referred to as “Product”) supplied and maintained on consignment at Belpre in accordance with Article 6, and will be in accordance with specifications set forth in Exhibit A. Seller will facsimile to the Buyer at time of shipment a Certificate of Analysis (COA). Seller will provide Buyer six (6) months advanced notification if there is a change in the manufacturing process that will affect the material specifications of Product provided to the Buyer. Product produced by the Seller in different plants is viewed as coming from different supply sources and requires separate qualifications. Product to be shipped for the Seller from third parties must be from a third party qualified by the Buyer based on Buyer’s criteria as specified in Exhibit B. Buyer will have the right to confirm each such shipment-conforms to the agreed specification; Seller must obtain approval prior to shipment any material that does not meet the Buyers specifications. If Seller deliveries Product failing to comply with the specifications set out in Exhibit A, Seller will reimburse Buyer for freight expenses associated with such shipment and be entitled at its option to i) require Seller to replace such defective Product at a price not to exceed the invoice value or ii) to reimburse the invoice value of the defective Product. If, Buyer has cause to complain that the quality of Product delivered to it pursuant to the Contract does not comply with the specification set out in Exhibit A, Buyer will give written notice specifying the nature of its complaint and the parties will promptly meet so as to resolve that complaint. In absence of any agreement to resolve the complaint the parties will appoint at their joint cost a mutually acceptable independent surveyor to examine whether the quality of Product as delivered complied with the specifications set forth in Exhibit A. In the absence of any written notice from Buyer to Seller within 30 days after delivery of the Product, the Product shall be deemed to have been delivered and accepted by Buyer in a satisfactory condition and in all respects in accordance with the specifications and Seller shall have no liability to Buyer with respect to that delivery.

  • Royalty Rates As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.7.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product-by-Licensed Product basis, AbbVie shall pay to Licensor a royalty on Net Sales of each Licensed Product (whether or not an Initial Licensed Product or a Follow-On Product) in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during each Calendar Year at the following rates: [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Net Sales in the Territory of each Licensed Product containing the same Licensed Compound in a Calendar Year Royalty Rate For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] but equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] [*] The royalty tiers set forth in the table above shall only aggregate Licensed Products that contain the same Licensed Compounds. For example, if Net Sales for all Licensed Products containing the same Licensed Compound in the Territory during a Calendar Year are [*], and Net Sales for all Licensed Products containing a different Licensed Compound in the Territory during such Calendar Year are [*], then all such Net Sales for both sets of Licensed Products during such Calendar Year shall bear a royalty rate of [*]. With respect to each Licensed Product in each country or other jurisdiction in the Territory, from and after the expiration of the Royalty Term for such Licensed Product in such country or other jurisdiction, Net Sales of such Licensed Product in such country or other jurisdiction shall be excluded for purposes of calculating the Net Sales thresholds and ceilings set forth in this Section 6.7.1.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Product NYISO will provide Energy Resource Interconnection Service and Capacity Resource Interconnection Service to Developer at the Point of Interconnection.

  • Prescription Drug Quantity Limits We limit the quantity of certain prescription drugs that you can get at one time for safety, cost-effectiveness and medical appropriateness reasons. Our clinical criteria for quantity limits are subject to our periodic review and modification. Quantity limits may restrict: • the amount of pills dispensed per thirty (30) day period; • the number of prescriptions ordered in a specified time period; or • the number of prescriptions ordered by a provider, or multiple providers. Our formulary indicates which prescription drugs have a quantity limit. Prescription drugs and diabetic equipment or supplies can be bought from the following types of pharmacies: • Retail pharmacies. These dispense prescription drugs and diabetic equipment or supplies. • Mail order pharmacies. These dispense maintenance and non-maintenance prescription drugs and diabetic equipment or supplies. • Specialty pharmacies. These dispense specialty prescription drugs, defined as such on our formulary. For information about our network retail, mail order, and specialty pharmacies, visit our website or call our Customer Service Department.