Product Purchase Commitment Clause Samples
A Product Purchase Commitment clause obligates one party to buy a specified quantity or value of products from the other party within a defined timeframe. This clause typically outlines the minimum purchase requirements, delivery schedules, and any penalties for failing to meet the commitment. Its core practical function is to provide certainty and predictability for both parties, ensuring the seller has a guaranteed market for their products while the buyer secures supply, thereby reducing the risk of overproduction or supply shortages.
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Product Purchase Commitment i. If the Parties execute a subsequent PSA for commercial production of Bulk Drug Product of the Product, the Parties agree that such subsequent PSA shall contain the following Product Purchase Commitment: [***]. Such PSA shall also include a term such that if Client makes an improvement to the Product manufacturing process which reduces facility time, the Parties shall in good faith reevaluate the Batch price.
ii. This PSA’s Product Purchase Commitment is [***]. Upon execution of this PSA, Client shall issue a Purchase Order for the Product Purchase Commitment, and such Purchase Order shall be fully binding on a minimum take or pay basis.
iii. Each Year, Client shall pay to SBL the price set forth in this PSA for each of the Product Purchase Commitment Shortfall, if any. For any Year for which a Product Purchase Commitment Shortfall payment is owed to SBL no later than December 31 of the Year when there is a Product Purchase Commitment Shortfall for such Year.
Product Purchase Commitment. As further set forth in a PSA, during the Term the Parties may agree that Client will purchase a minimum quantity of batches of a certain Product in a given year (a “Product Purchase Commitment”).
Product Purchase Commitment i. Notwithstanding anything to the contrary, during [***], both inclusive, Client shall pay SBL, on a minimum take or pay basis, for the greater of (a) [***] Batches of Product and (b) the number of Batches Forecasted by Client for the [***] period, and .
ii. Notwithstanding anything to the contrary, during [***], both inclusive, Client shall pay SBL, on a minimum take or pay basis, for the greater of (a) [***] Batches of Product and (b) the number of Batches Forecasted by Client for each Year (commitments in Sections 5(e)(i) and (ii) each, the “Product Purchase Commitment”).
iii. Upon execution of this PSA, Client shall issue Purchase Orders for the following pre-commercial Batches, which shall be fully binding and on a minimum take or pay basis and the pricing for which shall be as set forth in Exhibit C: [***], [***], and [***]. The [***]. In addition, upon completion of the Engineering Batch, the JSC will [***]. The JSC may determine [***].
iv. Each Year, Client shall pay to SBL the price set forth in this PSA for each of the number of Batches of Product falling short of the Product Purchase Commitment (the “Product Purchase Commitment Shortfall”) for Client’s reserved but unused capacity. For any Year for which a Product Purchase Commitment Shortfall payment is owed to SBL, such payment shall be made either: (a) on January 1 of such Year if Client notifies SBL prior to such Year that there will be a Product Purchase Commitment Shortfall, or (b) on December 31 of the Year when there is a Product Purchase Commitment Shortfall for such Year.
Product Purchase Commitment. For this PSA, the Product Purchase Commitment (“PPC”), which shall be fully binding on a minimum take or pay basis, regardless of whether or not the Manufacturing slots corresponding to the PPC are utilized [*], shall be as follows:
i. [*] Batches (subject however to Section 5(e)); and
ii. [*] Process Validation Batches (PPQ).
Product Purchase Commitment. As expressly set forth in a PSA, during the Term, the Parties may agree that Client will purchase a Product Purchase Commitment, subject however to any relief such as Clinical Exit or other relief mutually agreed upon by the Parties or otherwise set forth in each applicable PSA.
Product Purchase Commitment i. Notwithstanding anything to the contrary, during [*](each a “Binding Year”), Client shall order from SBL on a [*], and SBL commits to manufacture, the number of Batches of Product set forth in the table below on the terms and conditions set forth herein and in the MSA (the “Product Purchase Commitment”). The Product Purchase Commitment [*]. [*]. For clarity, the timeline below is an estimate only, and may be subject to change upon mutual agreement of the Parties. [*] [*] [*] [*]
ii. Within [*], Client shall issue a binding Purchase Order for [*] for the [*].
iii. [*].
1. Upon such notification, then the Parties will meet promptly at the JSC and to discuss in good faith potential options for resolution including, without limitation [*].
2. [*]: Fibrogen - Samsung Product Specific Agreement (Clinical DS)(▇▇▇▇▇) ▇▇▇▇ ▇▇ ▇▇ EXECUTION CLEAN FINAL [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
a. [*].
b. [*].
c. [*].
d. [*].
e. [*]. [*].
iv. [*].
Product Purchase Commitment i. Notwithstanding anything to the contrary, during [*] (each a “Binding Year”), Client shall order from SBL on a [*], and SBL commits to Manufacture, the number of Batches of Product set forth in the table below on the terms and conditions set forth herein and in the MSA (the “Product Purchase Commitment”). The Product Purchase Commitment [*].
ii. Within [*], Client shall update, issue and/or re-issue a binding Purchase Order for [*] for the [*].
iii. Notwithstanding anything to the contrary, [*] shall not apply to the PSA as amended by this Amendment No. 1.” [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.