Common use of Minimum Purchase Commitments Clause in Contracts

Minimum Purchase Commitments. In consideration of the rights granted to it under this Agreement, CDS guarantees that it will use its best commercial efforts to promote and support (including making all reasonable investments in facilities, personnel, equipment and materials) all listed Products and meet the minimum purchases of Products in the quantities (the "Minimum Commitments") and for the time periods (the "Performance Period") set forth in Exhibit B hereto. Exhibit B will be amended from time to time in the case (as contemplated in Section 1.14) of the addition or deletion of Products to Exhibit A and/or the extension of the initial Term of this Agreement by mutual agreement. In determining whether CDS has satisfied the Minimum Purchase Commitment for any given Performance Period, each such Performance Period shall be treated on a separate basis. Any purchases which exceed the minimum Purchase Commitment in any Performance Period may not be applied to offset any deficiencies in the Minimum Purchase Commitment for the prior or subsequent Performance Period, as applicable. Only those purchase orders placed by CDS with GEN-PROBE during any given Performance Period and for which delivery and payment therefor has been made within such Performance Period shall be used to determine whether the Minimum Purchase Commitment has been met. In the event that such purchase order during each Performance Period does not reach the Minimum Purchase Commitment, CDS shall pay to GEN-PROBE sixty percent (60%) of the difference between the actual purchase amount and the Minimum Purchase Commitment.