Common use of Purchase Commitment Clause in Contracts

Purchase Commitment. In addition to the commercially reasonable efforts commitment described herein, Distributor hereby agrees to purchase from CryoCath ("Purchase Commitment") and for each renewal year term thereafter, the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.

Purchase Commitment. a) Subject to Section 5.5 (b), during the Term (as may be extended) and in consideration of the discounts, terms and conditions provided in this Agreement, Purchasers, in the aggregate, hereby commit to place Purchase Orders (which are not later cancelled) for the purchase and/or license of Products and Services from Vendor for the Initial Systems of one or more of the Auction 66 Markets (as selected by Cricket in its sole discretion) in accordance with the mutually agreed initial market network design criteria to be determined as each Market is awarded, to cover a minimum of [***] (such commitment being the “AWS Commitment”). In addition the event that Purchasers, in the aggregate, do not satisfy the AWS Commitment prior to the commercially reasonable efforts commitment described expiration, or termination of the Term (as may be extended for up to one (1) year in accordance with clause (A) of the definition of “Term”, but excluding any “Extension Period” as defined therein), Cricket, at its option, shall either (i) pay Vendor, as a liquidated damage and not as a penalty, an amount equal to [***] percent ([***]%) of the unfulfilled AWS Commitment, or (ii) purchase product credits from Vendor in an amount equal to the lesser of (A) [***] or (B) [***]. Such product credits (i) may not be used towards OEM Equipment, Services or Annual Maintenance Fees, (ii) shall not reduce the total price of any Purchase Order by more than twenty-five percent (25%); and (iii) must be used within one (1) year from the date so purchased, after which such product credits will be forfeited and have no cash value. Subject to the terms and conditions set forth herein, Distributor hereby agrees such product credits may be used by any Purchaser to purchase products and services from CryoCath Vendor under Vendor’s then-current terms and conditions. Vendor may invoice Cricket for such amount and such invoice shall be due and payable thirty ("Purchase 30) days after Cricket’s receipt of such invoice. Full payment of [***] shall be Vendor’s sole remedy with respect to Purchasers’ failure to satisfy the AWS Commitment") . Any such failure to satisfy the AWS Commitment for which such payment has been made shall not be a breach of this *** Certain information on this page has been omitted and for each renewal year term thereafter, filed separately with the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets")Commission. It is understood that the initial period referred to Confidential treatment has been requested with respect to the interim omitted portions. Nortel Networks and annual purchase commitments will be for 15 months Cricket Communications Proprietary and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.Confidential Information

Purchase Commitment. In addition Vital Images shall ship to Reseller during the commercially reasonable efforts commitment described hereinTerm of this Agreement such Products as are identified in the purchase orders submitted by Reseller. Notwithstanding the foregoing, Distributor hereby agrees in the event Vital Images has not received purchase orders containing such minimum amount of Vitrea2(R) Systems units (or multi-application or multi-modality software similar to purchase from CryoCath Vitrea(R)) as is specified in Exhibit F attached hereto and incorporated herein (the "Purchase Commitment") and for each renewal year term thereafter, the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment by within fifteen (15) days prior to the end of the first 9 months applicable calendar quarter, Vital Images shall ship to Reseller within three (3) days prior to the end of that first term and 40% such calendar quarter an amount of units of the second term's commitment Vitrea2(R) System, as such System is described in Exhibit E, necessary for Reseller to meet the requirements of the Commitment and Reseller shall pay for such Products pursuant to the payment terms specified in Article 6. The Commitment may be adjusted for the period beginning after July 1, 2001 as mutually agreed to by Vital Images and Reseller. If the parties do not agree to any such adjustment, the Commitment and this Agreement shall continue unmodified through the end of the Term, unless sooner terminated pursuant to the provisions of Article 14 hereof. Quarterly Product purchases above the minimums set forth in the Commitment may be applied only to satisfy the next quarterly purchase commitment; provided, however, that aggregate purchases for Year 1, Year 2 and Year 3 as specified and defined in Exhibit F shall not be applied against the following year's purchase commitment, and purchases during the fourth (4th) quarter of one year may not be applied against the first nine months (1st) quarter of the second term (hereafter referred following year's commitment. In the event Vital Images sells a Product directly to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim a customer and annual purchase commitments will be not through Reseller, Reseller shall receive credit for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has such sale in the Territory identified in Section 1.2.. Distributor event Reseller introduced the Product to such customer during the marketing of Reseller's products to such customer. Reseller shall pay a one time compensation fee to CryoCath receive credit for introducing the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject Product to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement customer upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.proof that:

Purchase Commitment. In addition (a) Subject to the commercially terms and conditions of this Agreement and as long as SAFC can demonstrate to Company’s reasonable efforts commitment described hereinsatisfaction that SAFC (i) provides conforming and timely delivered Product in commercial Batches resulting from a production yield of not less than the minimum yield achieved in the prior [***] validation runs but in no case shall such production be less than a [***] yield of Product based on starting iron material (“Yield”); and, Distributor hereby (ii) can meet the Commercial Assurance (as defined below in Sec. 3.1) production levels, Company agrees to purchase from CryoCath SAFC not less than an annual minimum amount of Product equal to the greater of [***]Batches or [***] of Product for use in the production and distribution of Finished Product for [***] ("the “Minimum Purchase Commitment"”) as measured [***], as the case may be, during the Term (the “Purchase Year”). In calculating the Minimum Purchase Commitment during each Purchase Year, Company shall be credited with all Product ordered, including amounts [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. used for samples and testing provided such amounts are authorized by applicable law for each renewal year term thereafterrelease and use by AMAG or its licensee [***]. In the event a Batch is produced with a Yield that is less than minimum criteria stated above, the dollar value Parties will negotiate in Products set forth good faith to provide a price adjustment on such Batch. Further, SAFC agrees to notify Company promptly in writing of when the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments percentage of manufacturing capacity consumed at the end of each twelve-month term and must meet 40% of the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified facility designated in Section 1.2.. Distributor shall pay a one 12.6 (c) with the inclusion of any amount of Product ordered by Company (“Capacity Notification”) equals or exceeds [***] of such facility’s manufacturing capacity. Company may at its discretion request Capacity Notification from SAFC from time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout time during the term of this Agreement. To the extent that the provisions in (i) or (ii) above are not maintained or the Capacity Notification exceeds [***] of the applicable facility’s manufacturing capacity, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including Company shall have the right to terminate this Agreement upon written notice reduce the Company’s Minimum Purchase Commitment hereunder by up to Distributor[***] until such time that that SAFC can demonstrate to Company’s reasonable satisfaction that SAFC can maintain the Yield and Commercial Assurance production levels described in (i) and CryoCath (ii) above and/or that the applicable facility’s manufacturing capacity is less than [***], as the case may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafterbe.

Purchase Commitment. In addition Pursuant to section 4.3 of the Agreement, “during each [**] month period during the Term of this Agreement, Schein shall purchase from MDS, by way of valid Delivery Orders (as hereinafter defined) only, not less than [**] pairs of MDS BTL and [**] each-equivalents of MDS AVF (the “Purchase Commitment. The failure of Schein to order the minimum quantities of the Purchase Commitments shall be a material breach of this Agreement, and shall entitle MDS to terminate this Agreement pursuant to Section 14.1 hereof and to seek any and all other remedies provided for in this Agreement.” Month AVF (Ea) BTL (Pr) * * * Totals Purchase Commitment *Final order quantity after mutually agreed upon revisions/ Additional Discount: Pursuant to section 6.5 of the Agreement, “Schein will qualify for an additional [**]% discount (“Additional Discount”) from MDS, provided their Net Purchases (as hereinafter defined) from MDS are greater than $[**] over the most recent [**]-month period. If Schein does qualify for such Additional Discount, the Additional Discount will be calculated at the conclusion of the calendar quarter, and shall be credited to Schein within [**] days of the end of the calendar quarter. Net Purchases are equal to the commercially reasonable efforts commitment described hereindollar amount invoiced by MDS to Schein, Distributor hereby agrees less all credits and discounts, including but not limited to purchase from CryoCath all product returns, [**] and quick-pay discounts.” The following are Schein’s Net Purchases over the [**]-month period ending ___/___/___: MDS Less: Month Invoices Less: Credits Discounts Less: [**] Less: Returns Net Purchases Totals Requirement N/X X/X X/X X/X X/X $ [**] Exhibit I Obsolete or Excess Inventory: Pursuant to section 8.9 of the Agreement, “To the degree that Schein has Obsolete Inventory or Excess Inventory ("Purchase Commitment"as hereinafter defined) and Schein advises MDS of such Product inventory, Schein and MDS will make reasonable cooperative efforts to transfer to other MDS Contract Distributors; return to MDS; or promote to Schein’s customers at a reduced price. Products that are no longer sold by MDS as a Code or specification (“Obsolete Inventory”) or Products considered by Schein to be at inventory levels greater than sales projections (“Excess Inventory”) may be requested for each renewal year term thereafterreturn to MDS, up to a maximum of [**]% of the dollar value in Products set forth rolling [**] months Sales from MDS to Schein, as measured on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments a pro rata basis at the end of each twelve-month term and must meet 40% of calendar quarter during the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at or $[**] per calendar quarter, whichever is greater, (“Quarterly Credit”) without carryover of such Quarterly Credit, provided that any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. such Products returned to CryoCath MDS are no older than [**] months after Sterilization Date.” The following are MDS’ Sales to Schein over the past 12 months, by quarter: Quarter Sales Q_ ____ Q_ ____ Q_ ____ Q_ ____ Totals [**]% of Sales [**]% of Sales, pro-rata Fixed amount per quarter $ [**] Amount submitted by Schein for reason other than Product defect shall return (Q_ ____) Amount agreed to for return (Q_ ____) Excess not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments allowed for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreementreturn, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets(Q_ ____) Thank you for your attention, Distributor's appointment may at CryoCath's optionSincerely, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.Mxxxxxx Imperial Senior Vice President Medisystems Corporation

Purchase Commitment. In addition (a) During the Term and upon the terms and subject to the commercially reasonable efforts commitment described herein, Distributor hereby agrees to purchase from CryoCath ("Purchase Commitment") and for each renewal year term thereafter, the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term conditions of this Agreement, if Distributor fails and as long as SAFC can demonstrate to purchase Distributor's Purchase Commitment at any time or meet Company’s reasonable satisfaction that SAFC: (i) provides conforming Product in accordance with the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term terms of this Agreement subject and (ii) can meet the Commercial Assurance (as defined below in Sec. 3.1) production levels, Company undertakes to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement purchase from SAFC not less than [***] of API (including the right to terminate this Agreement upon written notice to Distributor) “Minimum Percentage Requirement”). The Parties acknowledge that Company placed and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders SAFC manufactured API for the Products directly in Work Order dated October 17, 2017 under purchase order 80319 dated November 6, 2017 and Proposal dated March 7, 2018 under purchase order 80767 dated March 16, 2018. The Parties agree that the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term terms of this Agreement subject [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED shall apply to the Manufacture of API pursuant only to Purchase Order 80767, however both Purchase Orders 80319 and 80767 shall apply towards the Minimum Percentage Requirement. [***]. Company agrees to cooperate in a 30-day cure periodprompt and timely manner with SAFC in any investigation and resolution of any quality issues with the API to enable SAFC to remedy any such issue. [***]. For clarity, without prejudice API that is to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors be used for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect clinical purposes shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafterincluded when calculating Total Commercial Volume Requirements.