Minimum Purchase Commitments. (a) Within thirty (30) days following the Effective Date, MDT shall issue to the Company a purchase order (the “Initial Order”) for the period from the Effective Date until March 31, 2006 (the “Initial Period”), providing for MDT to purchase pursuant to such purchase order during the Initial Period no fewer than [*] of the Company’s Slide-On™ EndoSheath® System for the CST-2000, [*] with the Company’s catalog No. 08-2101(hereinafter, the “Basic Cysto Sheath”) and no fewer than [*] of the Company’s flexible Cystoscope (catalog No. 08-2201) (the “CST-2000”) at the prices set forth on Annex A (the “Initial Quota”). References in this Section 5.1 to “individual units” of a Product refer to a single unit of such Product and do not refer to a single package that may contain one or more single units that are packaged and sold together under one catalog number. MDT shall be obligated to purchase the Products during the Initial Period according to the delivery schedule set forth on Annex C. The minimum purchase requirements of this Section 5.1 shall only apply to and be satisfied by sales of Products for use and sale within the United States, and shall not apply to or be satisfied by sales of Products for use and sales in Canada.
Minimum Purchase Commitments. If the Exclusivity Period is extended beyond the initial period specified in Section 1.24, LumiraDx may require that this Agreement be amended to include [***]. If the parties fail to agree upon such terms prior such date, then at any time thereafter, either party may require that such terms be finally determined by Special Arbitration pursuant to Section 11.4.
Minimum Purchase Commitments. Distributor agrees to purchase at least 250,000 Units of Product under this Agreement during each Contract Year. To the extent Distributor purchases more than 250,000 Units in any Contract Year, such excess shall not be counted towards meeting Distributor's minimum purchase commitment in any subsequent Contract Year.
Minimum Purchase Commitments. In consideration of the rights granted to it under this Agreement, CDS guarantees that it will use its best commercial efforts to promote and support (including making all reasonable investments in facilities, personnel, equipment and materials) all listed Products and meet the minimum purchases of Products in the quantities (the "Minimum Commitments") and for the time periods (the "Performance Period") set forth in Exhibit B hereto. Exhibit B will be amended from time to time in the case (as contemplated in Section 1.14) of the addition or deletion of Products to Exhibit A and/or the extension of the initial Term of this Agreement by mutual agreement. In determining whether CDS has satisfied the Minimum Purchase Commitment for any given Performance Period, each such Performance Period shall be treated on a separate basis. Any purchases which exceed the minimum Purchase Commitment in any Performance Period may not be applied to offset any deficiencies in the Minimum Purchase Commitment for the prior or subsequent Performance Period, as applicable. Only those purchase orders placed by CDS with GEN-PROBE during any given Performance Period and for which delivery and payment therefor has been made within such Performance Period shall be used to determine whether the Minimum Purchase Commitment has been met. In the event that such purchase order during each Performance Period does not reach the Minimum Purchase Commitment, CDS shall pay to GEN-PROBE sixty percent (60%) of the difference between the actual purchase amount and the Minimum Purchase Commitment.
Minimum Purchase Commitments. 9.1 Subject to this Section 9, Distributor shall purchase under this Agreement, during Manufacturer’s fiscal year ending June 29, 2003 (“FY03”), LED Products having an aggregate purchase price of at least $23,000,000 (US), of which not less than (a) $[***] (US) will be purchased in the fiscal quarter of Manufacturer ending September 29, 2002, (b) $[***] (US) will be purchased in the fiscal quarter of Manufacturer ending December 29, 2002, (c) $[***] (US) will be purchased in the fiscal quarter of Manufacturer ending March 30, 2003, and (d) $[***] (US) will be purchased in the fiscal quarter of Manufacturer ending June 29, 2003. Products purchased using credit memoranda issued under Sections 8.3 and 8.4 shall not be included for purposes of this Section 9.1. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
Minimum Purchase Commitments. 9.1 Subject to Sections 9.3 and 9.4 below, Distributor shall purchase under this Agreement, during FY06, [***] Products having an aggregate purchase price of at least $200,000,000 (US) (the “Annual MPC” for FY06), of which not less than (a) [***] (US) will be purchased in the [***] quarter of [***] ending [***], (b) [***] (US) will be purchased in the [***] quarter of [***] ending [***], (c) [***] (US) will be purchased in the [***] quarter of [***] ending [***], and (d) [***] (US) will be purchased in the [***] quarter of [***] ending [***]. Products purchased using credit memoranda issued under Sections 7.1, 8.3(c) and 8.6 shall not be included for purposes of satisfying the minimum purchase commitments under this Section 9.1, but Products purchased using credit memoranda issued under Section 10.3 will be included. If [***] Products ordered by Distributor are not shipped [***], the delayed Products or the substitute LED Products, as applicable, will be deemed purchased by Distributor [***] solely for the purpose of determining whether the Quarterly MPC has been met, provided that (i) shipment of such Products is not delayed due to any cause attributable to Distributor, (ii) [***], and (iii) in no event shall shipment delays reduce Distributor’s aggregate purchase commitment hereunder. If during any fiscal quarter Distributor purchases more than the Quarterly MPC specified for such fiscal quarter, the excess purchase amount will be applied to reduce Distributor’s quarterly purchase commitments for that fiscal year [***]. If during any fiscal quarter Distributor’s inventory of LED Products meets or exceeds the Inventory Cap and Distributor has not purchased an amount of [***] Products equal to at least fifty percent (50%) of its original Quarterly MPC specified above in this Section 9.1 for such fiscal quarter, Manufacturer has a right to terminate this Agreement in accordance with Section 9.4 below. [***]. After the termination of this Agreement for any reason, Distributor shall have the right to sell LED Products then in its inventory pursuant to terms and conditions determined [***].
Minimum Purchase Commitments. Following the date of the availability of the initial commercial production lot of Kits, Sherwood shall purchase from InnerDyne the minimum CONFIDENTIAL TREATMENT REQUESTED 7 quantity of Kits during each of the [* * * * * *] as set forth in Exhibit C attached hereto. [* *] prior to the expiration of the [* * * *] and [* * *] prior to the expiration of each subsequent [* * * *] (a "Subsequent Purchase Period") during the term of this Agreement, Sherwood and InnerDyne [* * * * * * *]. The parties hereby agree that [* * * * * * * * * *]. In the event that InnerDyne does not receive [* * * * * *], the minimum quantity of Kits to be purchased by Sherwood during such Subsequent Purchase Period shall be deemed to be [* * *].
Minimum Purchase Commitments. Distributor agrees to purchase at least 250,000 Units of Product under this Agreement during each Contract Year. To the extent Distributor purchases more than 250,000 Units in any Contract Year, such excess shall not be counted towards meeting Distributor’s minimum purchase commitment in any subsequent Contract Year.
Minimum Purchase Commitments. In consideration of the rights granted to it under this Agreement, BIOMERIEUX agrees (i) to use diligent efforts on a commercially reasonable basis to promote and support the sale and distribution of all Products in the Territory (including by making reasonable investments in facilities, personnel, equipment and materials) and (ii) to purchase and accept delivery of minimum quantities of the Products for resale in Phase I Countries during each "Performance Period" in the manner specified on Exhibit D (the "Minimum Purchase Commitment"). In determining whether BIOMERIEUX has satisfied the Minimum Purchase Commitment for any given Performance Period, each such Performance Period shall be treated on a separate -3- basis for each period. Any purchases which exceed the Minimum Purchase Commitment in any Performance Period may not be applied to offset any deficiencies in the Minimum Purchase Commitment for the prior or subsequent Performance Period, as applicable. Only those purchase orders (i) placed by BIOMERIEUX with GEN-PROBE during any given Performance Period and for which delivery and payment therefor has been made within such Performance Period and (ii) placed within the last ten (10) days of the previous Performance Period but for which payment therefor has been made within the current Performance Period, excluding purchase orders which were included in determining the Minimum Purchase Commitment for the preceding Performance Period, or any cure period applicable thereto, shall be included in determining whether the Minimum Purchase Commitment therefor has been met. In the event that BIOMERIEUX fails to achieve the Minimum Purchase Commitment for either Performance Period as set forth in Exhibit C, BIOMERIEUX shall have thirty (30) days in which to cure said failure to satisfy the Minimum Purchase Commitment through payment to GEN-PROBE of an amount equal to sixty percent (60%) of the deficiency in the Minimum Purchase Commitment. If BIOMERIEUX fails so to cure such failure, GEN-PROBE may, at its option and in its sole discretion, at any time within thirty (30) days after the expiration of the applicable cure period, (i) terminate this agreement or (ii) terminate the exclusivity of the distribution rights granted pursuant to Section 2.1, in which latter event, BIOMERIEUX shall be relieved of any minimum purchase commitment under this Section 3.3 for such Performance Period and the subsequent Performance Period, as applicable. GEN-PROBE shall exercise it...
Minimum Purchase Commitments. The Master Marketer covenants and agrees to purchase, or market, during the first three contract years of the Term of this Agreement, an aggregate minimum of 125 million Bottles as specified in Schedule B. The Master Marketer further acknowledges and agrees that the Agreement may be terminated at the option of the Vendor upon notice to the Master Marketer upon the completion of the fourth Contract Year in the event that the sum of Bottles ordered by purchase orders received during the fourth Contract Year does not exceed 200 million Bottles. The Master Marketer further acknowledges and agrees that the Agreement may be terminated at the option of the Vendor upon notice to the Master Marketer upon the completion of the sixth (6th) month of the fifth (5th) Contract Year in the event that the sum of Bottles ordered by purchase orders received during the first six (6) month period of the fifth Contract Year does not exceed 200 million Bottles.
