Purchase and Supply Commitment Clause Samples

Purchase and Supply Commitment. AstraZeneca hereby appoints FibroGen as its exclusive supplier of Product (drug substance and drug product) for the Territory for use in accordance with the terms of this Agreement. AstraZeneca agrees to purchase, and FibroGen agrees to supply, all of AstraZeneca’s and its Affiliates’ and their respective Sublicensees’ requirements of Product (as bulk drug product and drug substance) for Development and Commercialization in the Territory under the terms of this Article 6. AstraZeneca shall have the exclusive right to perform (itself or through its Affiliates, Sublicensees or Distributors) and shall be solely responsible for final product labeling and secondary packaging for sale to end users in the Territory. To the extent that such labeling and packaging are relevant to FibroGen’s activities to seek and obtain Regulatory Approval for the Product, AstraZeneca will reasonably and timely cooperate with FibroGen, in a manner sufficient to enable FibroGen to receive Regulatory Approval and to provide materials and Information as requested by FibroGen. The right of FibroGen to manufacture on behalf of AstraZeneca contemplates that at a time to be determined by the JSC, and in any event before the point in time when [*] in any twelve (12) month period, AstraZeneca will have the right to select, or obligate FibroGen to select, a second supplier (which may be AstraZeneca itself), and FibroGen will have the obligation to complete activities to undertake technology transfer in order for such secondary source to establish and secure regulatory approval as a second source for drug substance for Product, which shall in any event not limit FibroGen’s right to continue to ensure that a source of Product be maintained in the U.S. in order to satisfy FibroGen’s obligations under the Astellas Agreements and the DFCI Agreement. For clarity, FibroGen shall have the right to manufacture Product outside the Territory to fulfill its supply obligations under this Agreement. For clarity, subject to the terms of this Agreement, FibroGen shall have the right to satisfy its obligations under this Article 6 through a Third Party contract manufacturer. In connection with FibroGen’s manufacture of Products for use under this Agreement, FibroGen shall have the right to manufacture in the Territory for supply of Products under the Astellas Agreements.

Purchase and Supply Commitment. 2.1.1. [*] 2.1.2. [*]

Purchase and Supply Commitment. A. Buyer agrees that it and its Authorized Agents shall purchase, and Seller agrees to supply, a minimum commitment of 450,000 units of Palm Viewer Products per quarter during the Initial Term of this Agreement. Notwithstanding the foregoing, if Seller fails to meet the Performance Standards set forth in Exhibit F in all material respects, or otherwise fails to comply with material obligations hereunder, or Seller fails to make the minimum commitment available to Buyer in accordance with Buyer's orders in any quarter due to a Materials shortage or otherwise (not directly caused by Buyer), Buyer will be under no obligation to reach this minimum in any quarter of such material noncompliance but will be under this obligation in subsequent periods if such noncompliance is cured within the Initial Term. Notwithstanding the foregoing, any failure of Seller to make minimum commitments available to Buyer in accordance with Buyer's orders in any quarter shall only relieve Buyer of its obligation to reach its minimum commitment to the extent of such shortfall provided that Seller makes the remainder of such commitment available in such quarter in accordance with Buyer's orders. B. Any overage in purchase of Products of no more than 20% that occurs during any quarter will be credited towards the subsequent quarterly period and any deficit in purchase of Products of no more than 20% in any quarter may be made up in the next quarter to the extent there is not a deficit in such subsequent quarter. This minimum purchase commitment takes precedence over the Flexibility Parameters of Exhibit D. Failure to meet the commitment is subject to a ninety (90) day notice and cure period.

Purchase and Supply Commitment. (a) Subject to the terms and conditions of this Agreement, during the Term, Chobani shall purchase from Supplier, and Supplier shall sell to Chobani, the products specified in Schedule A to this Agreement (as may be modified, amended, updated or supplemented from time to time by written agreement of the Parties) (“Products”) in the quantities and at the prices specified in purchase orders submitted by Chobani from time to time hereunder (“Purchase Orders”). (b) During the Term of this Agreement, Chobani will expect to provide Supplier, on a quarterly basis, with non-binding forecast (“Forecasts”) of Chobani’s anticipated Product requirements for the immediately following quarter. The Forecasts are for planning purposes only and do not create a binding obligation of Chobani to purchase any amount of Product. (c) Supplier shall at all times maintain a standing inventory of raw materials, in such quantities to satisfy the production of finished product as described in the then-current Forecast, to ensure Product is delivered on a timely basis in accordance with Purchase Orders submitted by Chobani and meets all Forecasts and/or Purchase Orders with a service level of at least 98.5% item fill rate per Forecast and/or Purchase Order. (d) Supplier is committed to actively participate in driving at least 5% productivity savings per annum in actual results in the Chobani P&L for the Products and in such category based upon the purchases hereunder and covered by this Agreement, which includes but is not limited to: (i) Presenting and implementing practical ideas for savings; (ii) Driving and implementing ideas that will achieve opportunities of cost reduction to either Chobani’s purchases or within Chobani’s operations; (iii) Providing market intelligence; (iv) Sharing best practices; and (v) Implementing beneficial practices and risk management as well as cost/benefit sharing mechanisms.

Purchase and Supply Commitment. The provisions of Section 1.1 and ------------------------------ Article II of each of the Light Duty Starter Motors Component Supply Agreement, and the Heavy Duty Component Supply Agreement (which are Ancillary Agreements under the Asset Purchase Agreement) are incorporated herein by this reference and apply to SPO's respective purchases of LDO Products and service parts and HDO Branded Products from DRA as though each of the LDO Products and HDO Branded Products were called "Components" under such Light Duty Starter Motors Component Supply Agreement and Heavy Duty Component Supply Agreement; provided, however, that (i) to the extent of any conflict between the sections of such supply agreements incorporated herein and this Agreement, the provisions of this Agreement shall govern, and (ii) the price provisions governing the purchase of products hereunder by GM shall be as set forth in Section 3.2 below.

Purchase and Supply Commitment. In consideration for the grant of license to use the Premises by Micropolis to SMIL, SMIL agrees to supply to Micropolis and Micropolis agrees to purchase from SMIL an aggregate of [*] Disks per quarter on the Schedule set forth below. To the extent such Disks cannot be produced at the Premises, or if additional quantities of Disks are to be ordered in excess of the capacity of the premises, StorMedia shall use its best efforts to supply Disks from other StorMedia factories to meet the volumes required under this Section II. The parties shall negotiate the terms and conditions of any Disks ordered by Micropolis in excess of the volumes set forth below.

Purchase and Supply Commitment. A. During the term of this Agreement, MeadWestvaco shall supply to ▇▇▇▇▇, Inc. and ▇▇▇▇▇, Inc. shall purchase from MeadWestvaco, one hundred percent of the requirements of ▇▇▇▇▇, Inc. for carbonless copy paper for use by ▇▇▇▇▇, Inc. in Manufacturing business forms (“Carbonless Paper”) provided that MeadWestvaco may decline to sell Carbonless Paper that is not a standard MeadWestvaco grade or weight and further provided that if a customer of ▇▇▇▇▇, Inc. refuses to accept forms printed on MeadWestvaco Carbonless Paper after MeadWestvaco has been afforded a reasonable opportunity to persuade such customer to use MeadWestvaco Carbonless Paper, ▇▇▇▇▇, Inc. will be excused from purchasing MeadWestvaco Carbonless Paper for the production of such customer’s forms. B. Should ▇▇▇▇▇, Inc. sell or transfer ownership in all or substantial portions of its assets, ▇▇▇▇▇, Inc. agrees to stipulate the buyer assumes the obligations of this Agreement. If MeadWestvaco sells the Carbonless Business Unit, MeadWestvaco agrees to stipulate that the buyer assumes the obligations of this Agreement.

Purchase and Supply Commitment