Contracted Amount. The number of Units of Alfalfa Varieties (and any Purchased Units) to be produced each calendar year by Contractor pursuant to this Agreement or with respect to which Production Services will be provided by Contractor pursuant to this Agreement (for each calendar year, the "Contracted Amount") shall be as set forth in this Section 2(B). For calendar year 2015, the Contracted Amount (the "2015 Contracted Amount") shall equal (i) the number of Units of Alfalfa Varieties that have been harvested by Pioneer and are located at Contractor's Nampa, Idaho facility, and (ii) the Purchased Units. For calendar year 2016, the Contracted Amount (the "2016 Contracted Amount") shall equal the number of Units of Alfalfa Varieties meeting the Specifications and produced from the acres specified in Exhibit F. For calendar year 2017, the Contracted Amount shall equal the number of Units of Alfalfa Varieties meeting the Specifications and produced from the acres specified in the Initial Demand Plan, or Revised Demand Plan, if applicable (the "2017 Contracted Amount"). On or before June 30, 2015, Pioneer shall provide Contractor, in writing, with a demand plan (hereinafter _________________________ 5 Omitted and filed separately with the SEC pursuant to a confidential treatment request. 6 Omitted and filed separately with the SEC pursuant to a confidential treatment request. referred to as the "Initial Demand Plan") specifying the number of Alfalfa Variety acres from which Pioneer requires production, specified by variety, for calendar year 2017. With respect to the Initial Demand Plan, Pioneer may, in its sole discretion, by February 1, 2016, provide a revised demand plan (hereinafter referred to as the "Revised Demand Plan") to increase the number of Alfalfa Variety acres from which Pioneer requires production for calendar year 2017; provided, however, that any increase in required production shall not exceed twenty percent (20%) for any single variety as specified in the Initial Demand Plan. If (i) Pioneer shall have delivered an Initial Demand Plan or a Revised Demand Plan for Pioneer Products to be purchased for Sales Year 2017 (as such terms are defined in the Distribution Agreement), specifying an aggregate amount equal to less than 130,000 Units of Pioneer Products and (ii) Contractor shall have all rights required to produce and offer for sale to Pioneer alfalfa seed varieties containing [**]7, then the Initial Demand Plan delivered pursuant to this Agreement, as revised by a Revised Demand Plan delivered pursuant to this Agreement, shall specify at least that number of acres that is equal to (x) 9,285 minus (y) (1) the number of Units of Pioneer Products specified in the Initial Demand Plan or Revised Demand Plan delivered pursuant to the Distribution Agreement (as applicable) divided by (2) 14. Exclusive Arrangement. Pioneer hereby appoints, and causes its Affiliates to appoint, Contractor as Pioneer's and its Affiliates' exclusive provider of Production Services for the Alfalfa Varieties during the term of this Agreement (unless earlier terminated in accordance with Section 15 hereof). During the term of this Agreement, Contractor will (i) use its commercially reasonable efforts to (a) enter into any and all amendments to that certain [**]8 Alfalfa Seed Production Agreement by and among Contractor and the other parties thereto, as shall be necessary to permit Contractor to perform Production Services for Pioneer and its Affiliates under the terms of this Agreement and (b) obtain and maintain, and perform its obligations in accordance with, all Contractor Agreements, and (ii) until such time as Contractor shall have executed the amendment described in Section 2(D)(i)(a) above (and one or both of the third parties that are a party to such amendment shall have confirmed the same in writing to Pioneer), Contractor shall, in addition to any and all terms and conditions set forth herein (including, without limitation, compliance with Stewardship Policies and Section 10 hereof), perform all Production Services for the Alfalfa Varieties in accordance with the terms and subject to the conditions set forth in Exhibit K attached hereto (with respect to which, Contractor shall be deemed to be the "Licensee"). _________________________ 7 Omitted and filed separately with the SEC pursuant to a confidential treatment request. 8 Omitted and filed separately with the SEC pursuant to a confidential treatment request. Subject to the terms of this Agreement and the IT Transition Services Agreement, on and after the date of this Agreement, Contractor, at its sole cost and expense, shall, and shall cause its applicable Affiliates to, use commercially reasonable efforts to obtain all information technology systems and support (whether hardware, software or otherwise) reasonably required by Contractor to perform its obligations under this Agreement upon the expiration or earlier termination of the applicable Services (as the term Services is defined in the IT Transition Services Agreement), which systems and support include, without limitation, any reasonably required systems and support provided by Pioneer pursuant to the IT Transition Services Agreement. On and after the date of this Agreement until April 1, 2015, Pioneer shall cooperate with Contractor in Contractor's efforts to obtain such systems and support; provided, however, that in no event shall Contractor be entitled to extend any Service Term (as such term is defined in the IT Transition Services Agreement) without the prior written consent of Pioneer, which consent may be withheld by Pioneer for any or no reason in its sole and absolute discretion.
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Sources: Contract Alfalfa Production Services Agreement (S&W Seed Co)
Contracted Amount. The number of Units of Alfalfa Varieties (and any Purchased Units) to be produced each calendar year by Contractor pursuant to this Agreement or with respect to which Production Services will be provided by Contractor pursuant to this Agreement (for each calendar year, the "Contracted Amount") shall be as set forth in this Section 2(B). For calendar year 2015, the Contracted Amount (the "2015 Contracted Amount") shall equal (i) the number of Units of Alfalfa Varieties that have been harvested by Pioneer and are located at Contractor's Nampa, Idaho facility, and (ii) the Purchased Units. For calendar year 2016, the Contracted Amount (the "2016 Contracted Amount") shall equal the number of Units of Alfalfa Varieties meeting the Specifications and produced from the acres specified in Exhibit F. For calendar year 2017, the Contracted Amount shall equal the number of Units of Alfalfa Varieties meeting the Specifications and produced from the acres specified in the Initial Demand Plan, or Revised Demand Plan, if applicable (the "2017 Contracted Amount"). On or before June 30, 2015, Pioneer shall provide Contractor, in writing, with a demand plan (hereinafter _________________________ 5 Omitted and filed separately with the SEC pursuant to a confidential treatment request. 6 Omitted and filed separately with the SEC pursuant to a confidential treatment request. referred to as the "Initial Demand Plan") specifying the number of Alfalfa Variety acres from which Pioneer requires production, specified by variety, for calendar year 2017. With respect to the Initial Demand Plan, Pioneer may, in its sole discretion, by February 1, 2016, provide a revised demand plan (hereinafter referred to as the "Revised Demand Plan") to increase the number of Alfalfa Variety acres from which Pioneer requires production for calendar year 2017; provided, however, that any increase in required production shall not exceed twenty percent (20%) for any single variety as specified in the Initial Demand Plan. If (i) Pioneer shall have delivered an Initial Demand Plan or a Revised Demand Plan for Pioneer Products to be purchased for Sales Year 2017 (as such terms are defined in the Distribution Agreement), specifying an aggregate amount equal to less than 130,000 Units of Pioneer Products and (ii) Contractor shall have all rights required to produce and offer for sale to Pioneer alfalfa seed varieties containing [**]7, then the Initial Demand Plan delivered pursuant to this Agreement, as revised by a Revised Demand Plan delivered pursuant to this Agreement, shall specify at least that number of acres that is equal to (x) 9,285 minus (y) (1) the number of Units of Pioneer Products specified in the Initial Demand Plan or Revised Demand Plan delivered pursuant to the Distribution Agreement (as applicable) divided by (2) 14. Exclusive Arrangement. Pioneer hereby appoints, and causes its Affiliates to appoint, Contractor as Pioneer's and its Affiliates' exclusive provider of Production Services for the Alfalfa Varieties during the term of this Agreement (unless earlier terminated in accordance with Section 15 hereof). During the term of this Agreement, Contractor will (i) use its commercially reasonable efforts to (a) enter into any and all amendments to that certain [**]8 Alfalfa Seed Production Agreement by and among Contractor and the other parties thereto, as shall be necessary to permit Contractor to perform Production Services for Pioneer and its Affiliates under the terms of this Agreement and (b) obtain and maintain, and perform its obligations in accordance with, all Contractor Agreements, and (ii) until such time as Contractor shall have executed the amendment described in Section 2(D)(i)(a) above (and one or both of the third parties that are a party to such amendment shall have confirmed the same in writing to Pioneer), Contractor shall, in addition to any and all terms and conditions set forth herein (including, without limitation, compliance with Stewardship Policies and Section 10 hereof), perform all Production Services for the Alfalfa Varieties in accordance with the terms and subject to the conditions set forth in Exhibit K attached hereto (with respect to which, Contractor shall be deemed to be the "Licensee"). _________________________ 7 Omitted and filed separately with the SEC pursuant to a confidential treatment request. 8 Omitted and filed separately with the SEC pursuant to a confidential treatment request. Subject to the terms of this Agreement and the IT Transition Services Agreement, on and after the date of this Agreement, Contractor, at its sole cost and expense, shall, and shall cause its applicable Affiliates to, use commercially reasonable efforts to obtain all information technology systems and support (whether hardware, software or otherwise) reasonably required by Contractor to perform its obligations under this Agreement upon the expiration or earlier termination of the applicable Services (as the term Services is defined in the IT Transition Services Agreement), which systems and support include, without limitation, any reasonably required systems and support provided by Pioneer pursuant to the IT Transition Services Agreement. On and after the date of this Agreement until April 1, 2015, Pioneer shall cooperate with Contractor in Contractor's efforts to obtain such systems and support; provided, however, that in no event shall Contractor be entitled to extend any Service Term (as such term is defined in the IT Transition Services Agreement) without the prior written consent of Pioneer, which consent may be withheld by Pioneer for any or no reason in its sole and absolute discretion.
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