Common use of Product Purchase Commitment Clause in Contracts

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. i. Notwithstanding anything to the contrary, during [***]each of Years 2020-2025, both inclusive, Client shall pay SBL, on a minimum take or pay basis, SBL for the greater of (a) [***] the number of Batches of Product and stipulated for each Year in Table (A) below or (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 such Year (commitments in Sections 5(e)(i) and (ii) each, the “Product Purchase Commitment”).. Commercial Year 1(2020) 2(2021) 3(2022) 4(2023) 5(2024) 6(2025) # of Batches [***] [***] [***] [***] [***] [***] iiiii. Upon execution of this PSA, Client shall issue a binding Purchase Orders Order and SBL shall reserve capacity for the following pre-commercial Batches, which shall [***] Engineering Run to be fully binding and on a minimum take or pay basis and the pricing for which shall be as set forth completed in Exhibit C: [***], [***] to be completed in [***], and [***]. The ] to be completed in [***], each of which shall be Manufactured prior to Commercial Year 1 pursuant to Section 5(d)(i) above.. iii. In addition, upon completion of the Engineering Batch, the JSC will Each Year commencing with [***]. 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 Commercial 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 before December 31 of the Year when there is a Product Purchase Commitment Shortfall for such Year. Notwithstanding the foregoing, Client’s responsibility for the Product Purchase Commitment Shortfall under this Section 5(e)(iii) shall be subject to Section 10. iv. In the event Client receives a Complete Response Letter from the FDA, Client shall have the right to [***] provided by Client pursuant to this PSA, including, for clarity, the [***] and any [***] for the [***] and/or [***] of the [***].