Minimum Annual Purchases Clause Samples

Minimum Annual Purchases. For each calendar year throughout the Term, Retailer, together with its Affiliates, shall purchase Merchandise in the Product Categories from Supplier equal to at least $125,000,000. INITIALS: (Retailer) (UWG)

Minimum Annual Purchases. INITIALS [ILLEGIBLE] PURADYN INITIALS [ILLEGIBLE] MASTER DISTRIBUTOR 2 of 18 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (TF) 1 866 PURADYN (787 2396) * (T) 561 547 9499 * (F) ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ The parties agree that the Master Distributor shall purchase from the Manufacturer not less than US $600,000 through December 2008 from date of this contract and to be allocated approximately US$200,000 per quarter, beginning March 1, 2008. (As an example, if Master Distributor were to purchase US$ 250,000 in 2nd Quarter and US$ 250,000 during the 3rd Quarter, 4th Quarter purchases would have to be only US$ 100,000 to comply with Agreement.) (Reference Exhibit 1 for quarterly purchase requirements.) A. Master Distributor agrees to sell US $600,000 of Product during the first 9 months beginning March 1, 2008. B. After the first 9 months, Master Distributor agrees to a minimum fifteen percent (15%) increase over the previous 12 months annual rata (of $800,000). This fifteen percent (15%) increase will apply to each successive 12 month calendar period: 2nd year $ 920,000 U.S. Dollars 3rd year $1,058,000 U.S. Dollars

Minimum Annual Purchases. Distributor shall purchase from Company during the contract year such minimum dollar or unit amount of products as specified in Exhibit C attached thereto. Minimum sales for subsequent periods shall be specified in an ad- dendum to this agreement. Should no agreement be reached between the parties, the minimum annual sales for the new contract year shall be deemed to be percent of the minimum annual sales for the preceding contract year.

Minimum Annual Purchases. 19 THIS LICENSE AND SUPPLY AGREEMENT, dated as of August 20, 1997 (the "Effective Date"), between EURAND AMERICA, INC., a corporation organized under the laws of Nevada, with its principal offices at 845 Center Drive, Vandalia, Ohio 45377 ("EURAND"), and GLOB▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ration organized under the laws of the State of Delaware, with its principal offices at Castor & Kensington Avenues, Philadelphia, PA 19124-5694 ("▇▇▇▇▇▇"); ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇:

Minimum Annual Purchases. 5.1 If EVOLUS fails to achieve (i) the Minimum Annual Purchases, as specified in Annex B for the US Territory, DAEWOONG may, upon thirty (30) days’ prior written notice to EVOLUS, elect to convert the exclusive license to EVOLUS to a non-exclusive one in the US Territory and, at its sole discretion, grant licenses to other Persons in the US Territory to market Product, and (ii) the Minimum Annual Purchases as specified in Annex B for the Non-US Territory, DAEWOONG may, upon thirty (30) days’ prior written notice to EVOLUS, elect to convert the exclusive license to EVOLUS to a non-exclusive one in the Non-US Territory and, at its sole discretion, grant licenses to other Persons in the Non-US Territory to market Product. 5.2 Following the fifth anniversary of the Commercial Launch, the Minimum Annual Purchase requirement for calendar years following the fifth anniversary of the Commercial Launch shall be mutually agreed to by the Parties. In the event the Parties are not able to reach agreement on such Minimum Annual Purchase, DAEWOONG may set the Minimum Annual Purchase requirement for each subsequent year at an amount that is no more than [***] percent ([***]%)] greater than the Minimum Annual Purchase requirement for the immediately preceding year. 5.3 A minimum order per Purchase Order shall be as [***] vials per each dosage of Product.

Minimum Annual Purchases. The parties agree that the Distributor shall purchase from TF not less than the following:

Minimum Annual Purchases. 6.1 The required minimum purchases Nycomed must make from TMC (the "Minimum Purchases") shall be defined as follows: By Specified Anniversary of First Approval Date Minimum Purchases ----------------------------------------------- ----------------- First US$ [**] Second US$ [**] Third US$ [**] In the event that Nycomed from time to time exercises its option under Section 12 or 20.2(b) below to terminate this Agreement with respect to any of Germany, France, Italy or the United Kingdom, then the Minimum Purchases stated above shall be decreased by the following percentages, depending on which country or countries have been terminated: (a) Germany [**]%; (b) France [**]%; (c) Italy [**]%; and (d) the United Kingdom [**]%. All purchases by Nycomed from TMC shall be counted towards these Minimum Purchase targets, regardless of the country in the Territory for which Nycomed makes those purchases. For each year subsequent to the third anniversary of the First Approval Date, the POC shall set a new Minimum Purchase target. Such target shall be set no later than sixty (60) days prior to the beginning of each such year. If the POC does not set such target for any year (measured from the First Approval Date) by such date, then (i) the Minimum Purchase target shall be US$ [**] for the fourth (4th) year; (ii) the Minimum Purchase target shall be US$ [**] for the fifth (5th) year; and (iii) thereafter, the Minimum Purchase target shall be equal to the greater of: (A) US$ [**]; or (B) [**] percent ( [**]%) of the actual purchases of the Product by Nycomed from TMC during the immediately preceding year.

Minimum Annual Purchases. A. During each calendar year of the term of this Agreement commencing on January 1, 1998, Thuasne shall be required to purchase the following minimum quantities of Grah▇▇-▇▇▇ld Products (the "Minimum Annual Purchases") as set forth below: MINIMUM ANNUAL PURCHASES CALENDAR YEAR (U.S. DOLLARS) ------------- -------------- January 1, 1998 - December 31, 1998 $ 2,600,000* January 1, 1999 - December 31, 1999 $ 7,000,000 January 1, 2000 - December 31, 2000 $ 8,400,000 January 1, 2001 - December 31, 2001 $10,080,000 January 1, 2002 - December 31, 2002 $12,096,000 i. Notwithstanding the foregoing, if Thuasne's actual purchases (the "Actual Purchases") during any calendar year of the term of this Agreement ending after December 31, 1998 exceed the Minimum Annual Purchases for such year, the Minimum Annual Purchases for the immediately succeeding calendar year (an "Initial Adjusted Year") shall be adjusted to equal the product of (a) one hundred twenty (120) percent and (b) the Actual Purchases during such preceding calendar year, and the Minimum Annual Purchases for each succeeding calendar year following an Initial Adjusted Year shall be adjusted to equal the greater of (i) one hundred twenty (120) percent of the Minimum Annual Purchases (as adjusted as provided herein for an Initial Adjusted Year) for the most recently ended calendar year or (ii) one hundred twenty (120%) percent of the Actual Purchases for the most recently ended calendar year. For example, if in the calendar year ending December 31, 1999, the Actual Purchases are eight million dollars ($8,000,000) (in excess of the Minimum Annual Purchases for the calendar year ending December 31, 1999), then the Minimum Annual Purchases for the calendar years ending December 31, 2000, 2001, and 2002 would be $9,600,000 (1.20 x $8,000,000), $11,520,000 (1.20 x $9,600,000), and $13,824,000 (1.20 x $11,520,000), respectively. ii. In the event Thuasne purchases less than ninety (90) percent of the Minimum Annual Purchases, as modified as provided herein, in any calendar year during the term of this Agreement, Grah▇▇-▇▇▇ld may, at its sole and exclusive option, -------- * The Minimum Annual Purchases for the calendar year ending December 31, 1998 shall include the Grah▇▇-▇▇▇ld accounts set forth on Annex I attached hereto, which shall be transferred to Thuasne as of the date hereof, subject to the terms and conditions of this Agreement. (a) modify Thuasne's appointment to a non-exclusive arrangement or (b) terminat...

Minimum Annual Purchases. 5.1(a) Minimum Purchases Necessary to Maintain Exclusive License. The parties agree that SICPA shall purchase from Flex minimum annual amounts of OVP set forth below: Year Minimum Maximum 1995 4,000 kg 5,000 kg 1996 5,500 kg 6,000 kg 1997 6,000 kg 7,500 kg 1998 7,000 kg 8,000 kg 1999 7,500 kg 8,500 kg Flex may, but shall not be obligated to, supply OVP in annual quantities above the annual maximum quantities set forth above. The annual maximum quantities set forth above shall not constitute a limitation on SICPA's obligation to purchase OVP from Flex. For each year after 1999, the minimum and maximum quantities shall be determined pursuant to Section 3. (For purposes of this Agreement, each 12-month period from January 1 through December 31 during the Term shall be designated as a "Purchase Period.") If SICPA fails to make the minimum purchase of OVP required in any Purchase Period, Flex shall have the following options exercisable after 30 days written notice: (i) Flex may waive the breach; (ii) Flex may terminate the exclusive license granted in Section 1.1; (iii) Flex may hold SICPA liable to Flex for any damages arising from such breach (subject to the provisions of Section 8 below); (iv) Flex may be relieved of the obligation under Section 2 above to supply OVP to SICPA for use with respect to the Exclusive Products on an exclusive basis in which case it shall continue to satisfy all of SICPA's requirements for OVP on a nonexclusive basis during the Term, and SICPA shall continue to purchase all of its requirements of OVP from Flex for the Term; or (v) Flex may exercise its right of cancellation as provided in paragraph 15.1 below. For purposes of this Section 5 and Sections 3 and 14, a "purchase" shall be deemed to have occurred during the Purchase Period or portion thereof during which OVP that is ordered is to be delivered after SICPA delivers to Flex an irrevocable order for OVP for delivery, provided that SICPA thereafter makes timely payment therefor in accordance with Section 6 below.