Common use of Minimum Requirement Clause in Contracts

Minimum Requirement. Subject to Catalent’s Minimum Supply Commitment (defined below), during each consecutive 12 month period (each a “Minimum Requirement Year”) beginning on the earlier of (i) date that the required Regulatory Authorities approve Catalent as a manufacturer of both Products and Client is authorized to commence selling both Products in the Territory (by approval of Client’s New Drug Application and completion of process validation for the Products), in which case the minimum set forth in Attachment C will apply to both Products; or (ii) [**] months after the date that the required Regulatory Authorities approve Catalent as a manufacturer of one Product and Client is authorized to commence selling that Product in the Territory (by approval of Client’s New Drug Application and completion of process validation for the applicable Product), in which case the minimum set forth in Attachment C will only apply to the approved Product until such time as the second Product is approved as required under Section 4.1(i) and at then to both Products. Client shall purchase the minimum number of units of Product set forth on Attachment C (“Minimum Requirement”). Client agrees to commence process validation on a per Product basis no later than [**] months following approval of Client’s New Drug Application for the applicable Product. If Client does not purchase such Minimum Requirement during any Minimum Requirement Year, then within [**] days after the end of such Minimum Requirement Year, Client shall pay Catalent the difference between (A) the total amount Client would have paid to Catalent if the Minimum Requirement had been fulfilled for the applicable Product and (B) the sum of all purchases of the applicable Product from Catalent during such Minimum Requirement Year. In the event that, as a result of a Regulatory Authority or other Force Majeure Event, Client is prevented from commercializing a Product, Client shall be relieved of the Minimum Requirement for so long as the Force Majeure Event remains; provided that Client use its best efforts to mitigate or remove such Force Majeure Event.