Common use of First Three Years Clause in Contracts

First Three Years. Within ninety (90) days after the Launch Go Date, Replidyne and Nisso shall negotiate in good faith and mutually agree in writing upon appropriate minimum purchase quantities of the Drug Substance for the three (3) year period (the “Three Year Period”) which commences on date of the first shipment of Drug Substance from Nisso for use in such Launch. The Parties agree that a minimum purchase quantity of [ *** ] metric tons of the Drug Substance during the Three Year Period is a reasonable requirement based on Nisso’s investment and costs associated with the production of the Drug Substance. Accordingly, the minimum purchase quantity for the Three Year Period shall be [ *** ] metric tons of the Drug Substance unless Replidyne determines that it is necessary to have a lower minimum based on results of the Phase III clinical studies, market conditions, reasonable sales projections and other relevant information relating to the commercialization of the Drug Products. In such event, Replidyne and Nisso shall negotiate in good faith in an effort to agree in writing on a lower minimum purchase quantity of the Drug Substance for the Three Year Period. If Replidyne and Nisso cannot agree on a lower minimum within such ninety (90) day period and Replidyne does not agree to the [ *** ] metric ton minimum within ten (10) days thereafter, then (i) Nisso shall have the right to terminate this Agreement and receive reimbursement from Replidyne pursuant to Section 12.5(c) (Engineering Costs) hereof, and (ii) Replidyne shall have the right to require Nisso to transfer the Manufacturing Technology of the Drug Substance to Replidyne or its designee (the “Manufacturing Designee”) pursuant to the terms and conditions stipulated in Sections 8.2, 8.3, 8.4 and 8.5 hereof.