Common use of Purchase Commitments Clause in Contracts

Purchase Commitments. For each [*] during the Term of this Agreement, Buyer commits to purchase Products from Seller in [*] that are [*] (the “Product Purchase Commitment”). The SiTime—Bosch: Development and Manufacturing Agreement Product Purchase Commitment shall be [*] for the [*] upon the occurrence of any of the following: (i) Seller’s delivery of the Products [*] more than [*] on [*] in a [*], and an appropriate [*] has not been agreed to by the Parties and implemented by Seller within [*] after [*]; (ii) Buyer’s [*] for the Products exceeds Seller’s manufacturing capacity, provided that Seller shall have up to [*] to increase its capacity so that Buyer’s [*] is [*] and the Product Purchasing Commitment shall only be [*] if this [*] has expired; or (iii) Seller’s [*] of the Product is not [*] with a bona fide [*] for [*] of Products from an alternative supplier and Seller cannot prove the [*] within [*] after notice from Buyer. In order to invoke the foregoing clause (iii) for [*], Buyer is required to prove the [*] of Seller via [*]. If Seller subsequently makes a [*] for Products for which the Product Purchase Commitment has been [*] due to [*], then the Product Purchase Commitment will be [*] within no more than [*] after such [*] issued.

Purchase Commitments. For each [*] during the Term of this Agreement, Buyer commits to purchase Products [*] from Seller in [*] that are the [*] to [*] for Products per [*] until December 31, 2023, [*] of Buyer’s [*] requirements for Products per [*] for years 2024 to 2028, and [*] thereafter during the Term or (B) [*] Wafers per [*] (the “Product Purchase Commitment”). Buyer shall account for Products purchased from [*] after the end of each [*]. Buyer shall make “nil reports” for [*] where [*]. For each purchase report under this Agreement, Seller shall be entitled until [*] after the due date of such purchase report to have an [*], at its own expense subject to the conditions hereunder, the [*] relating to the purchase of Products that may be expedient for their examination in SiTime’s office or works at all times during normal office hours, and subject to a non-disclosure agreement reasonably acceptable to SiTime. In case such [*] in any [*] by SiTime with the consequence of [*], SiTime shall order and pay for the amount SiTime has [*] after the result of such [*] has been submitted to SiTime. In addition thereto SiTime shall bear the costs of such [*]. The SiTime—Bosch: Development and Manufacturing Agreement Product Purchase Commitment shall be [*] for the [*] upon the occurrence of any of the following: (i) Seller’s delivery of the Products [*] more than [*] on [*] or more [*] in a [*], and an appropriate [*] has not been agreed to by the Parties and implemented by Seller within [*] after such [*]; (ii) Buyer’s [*] for the Products exceeds Seller’s manufacturing capacity, provided that Seller shall have up to [*] to increase its capacity so that Buyer’s [*] is [*] and the Product Purchasing Commitment shall only be [*] if this [*] has expired; or (iii) Seller’s [*] of the Product is not [*] with a bona fide [*] for [*] of Products from an alternative supplier and Seller cannot prove the [*] within [*] after notice from Buyer. In order to invoke the foregoing clause (iii) for [*], Buyer is required to prove the [*] of Seller via [*]. If Seller subsequently makes a [*] for Products for which the Product Purchase Commitment has been [*] due to [*], then the Product Purchase Commitment will be [*] within no more than [*] after such [*] issued.

Purchase Commitments. For each (i) Purchase Commitments under this PSA shall be as follows: (1) Upon execution of this PSA, Client shall issue a Purchase Order for [* * *] which shall be fully binding on a minimum take or pay basis. (2) Notwithstanding anything to the contrary, during every other Year between 2026-2029, both inclusive, Client shall pay SBL, on a minimum take or pay basis, for the Term greater of this Agreement, Buyer commits to purchase Products from Seller in (a) [* * *] that are as set forth in Exhibit F and (b) [* * *] ]. For the avoidance of doubt, Client shall place an order for and SBL shall Manufacture [* * *]. For the avoidance of doubt, [* * *]. (ii) Each Year or every other Year, as the “Product Purchase Commitment”). The SiTime—Bosch: Development and Manufacturing Agreement case may be, 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, such payment shall be made within [* * *] for days of Client’s receipt of the applicable invoice which shall be issued by SBL to Client shortly after either: (a) on [* * *] upon the occurrence of any of the following: such Year if Client notifies SBL prior to such Year that there will be a Product Purchase Commitment Shortfall, or (ib) Seller’s delivery of the Products [*] more than [*] on [*] in a [*], and an appropriate [*] has not been agreed to by the Parties and implemented by Seller within [*] after [*]; (ii) Buyer’s [*] for the Products exceeds Seller’s manufacturing capacity, provided that Seller shall have up to [*] to increase its capacity so that Buyer’s [*] is [*] and the Product Purchasing Commitment shall only be [*] if this [*] has expired; or (iii) Seller’s [* * *] of the Product Year when there is not [*] with a bona fide [*] for [*] of Products from an alternative supplier and Seller cannot prove the [*] within [*] after notice from Buyer. In order to invoke the foregoing clause (iii) for [*], Buyer is required to prove the [*] of Seller via [*]. If Seller subsequently makes a [*] for Products for which the Product Purchase Commitment has been [*] due to [*], then the Product Purchase Commitment will be [*] within no more than [*] after Shortfall for such [*] issuedYear.

Purchase Commitments. For each 2.1 From the Sale Date (as defined below) until [***] as further provided herein (the “Exclusive Period”), ▇▇▇▇▇▇ agrees to purchase no less than [***] of its total commercial requirements for membranes for use in products covered within a claim of an issued U.S. patent that is owned by or licensed exclusively to ▇▇▇▇▇▇ (as listed on Exhibit C) for the treatment of liver failure or sepsis anywhere in the world (the “Exclusive Field”) from Membrana up to [***] kilometers per year (the “Requirements Cap”). Provided that ▇▇▇▇▇▇ shall have ordered at least [***] km (cumulative) of Product during the Term Exclusive Period and prior to [***] of the Sale Date, the Exclusive Period shall be extended for [***] Provided that ▇▇▇▇▇▇ shall have ordered at least [***] km (incremental) of Product prior to [***] of the Sale Date, the Exclusive Period shall be extended for [***]. Provided that ▇▇▇▇▇▇ shall have ordered at least [***] km (incremental) of Product prior to [***] of the Sale Date, the Exclusive Period shall be extended for [***]. Amounts in excess of the Requirements Cap or for use outside of the Exclusive Field may be available upon Membrana’s written approval. If Membrana declines to supply volumes in excess of the Requirements Cap, ▇▇▇▇▇▇ may acquire such volumes in the Exclusive Field from third parties. Upon the expiration of the Exclusive Period or upon conversion of this Agreement to a non-exclusive agreement as expressly permitted by this Agreement, Buyer commits ▇▇▇▇▇▇ may continue to purchase Products from Seller Membrana until end of the term described in Section 4.1 below, however, ▇▇▇▇▇▇ may also purchase membranes for use in the Exclusive Field from third parties. If ▇▇▇▇▇▇ does not place an order with Membrana for Products within [*] that are **]months of the end of the Exclusive Period and does not order at least [***] km of Product within any [***]months period after the end of the Exclusive Period, Membrana may elect to terminate this Agreement effective fifteen (15) days following written notice to ▇▇▇▇▇▇ of such desired termination, unless ▇▇▇▇▇▇ places an order for at least [***] km of Product within such notice period for delivery within thirty (30) days of the “Product Purchase Commitment”)order. Commencing in the third year of the Exclusive Period, Membrana may review ▇▇▇▇▇▇’ purchases over the first [***] months of each year and if it is reasonably certain that ▇▇▇▇▇▇ will not achieve the minimum for that year, Membrana may provide ▇▇▇▇▇▇ with written notice of its intent to terminate the Exclusive Period for failure to meet the minimum. If within thirty (30) days of such notice ▇▇▇▇▇▇ has not provided to Membrana reasonable assurances of its ability and intent to place orders sufficient to maintain exclusivity, Membrana may on notice to ▇▇▇▇▇▇ terminate the Exclusive Period, however if ▇▇▇▇▇▇ shall have met the minimum by the end of that same year, the Exclusive Period may be reinstated upon mutual agreement of the parties. Should Membrana terminate the Exclusive Period early under the immediately preceding provision, ▇▇▇▇▇▇ may at any time within [***]months thereafter terminate this Agreement on one year's notice to Membrana. Three (3) months before the end of each calendar year ▇▇▇▇▇▇ and Membrana will meet and discuss previous sales volumes, market trends and share sales forecasts for the next calendar year and prospective sales development in the next three (3) years. 2.2 During the Exclusive Period, ▇▇▇▇▇▇ agrees to apportion its orders and requested delivery dates as much as reasonably possible so that ▇▇▇▇▇▇ purchases approximately one-fourth of its annual requirements over each three month period. The SiTime—Bosch: Development and Manufacturing Agreement Product Purchase Commitment minimum order size shall be [*] for the [**] upon the occurrence km of any of the following: (i) Seller’s delivery of the Products [*] more than [*] on [*] in a [*], and an appropriate [*] has not been agreed to by the Parties and implemented by Seller within [*] after [*]; (ii) Buyer’s [*] for the Products exceeds Seller’s manufacturing capacity, provided that Seller shall have up to [*] to increase its capacity so that Buyer’s [*] is [*] and the Product Purchasing Commitment shall only be [*] if this [*] has expired; or (iii) Seller’s [*] of the Product is not [*] with a bona fide [*] for [*] of Products from an alternative supplier and Seller cannot prove the [*] within [*] after notice from Buyer. In order to invoke the foregoing clause (iii) for [*], Buyer is required to prove the [*] of Seller via [*]. If Seller subsequently makes a [*] for Products for which the Product Purchase Commitment has been [*] due to [*], then the Product Purchase Commitment will be [*] within no more than [*] after such [*] issuedProduct.