Common use of Minimum Annual Purchases Clause in Contracts

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. Confidential treatment has been requested for portions of this exhibit under 17 C.F.R. Sections §§ 200.80(b)(4) and 230.406. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 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.