Common use of Development Funding Clause in Contracts

Development Funding. (a) ViewRay will pay 3D Line the then U.S. Dollar equivalent of €[***] within three (3) days of the Effective Date for the engineering services required to develop/ deliver the Deliverable described in Section 2.1(a)(1). (b) ViewRay will pay 3D Line the then U.S. Dollar equivalent of €[***] within fifteen (15) days of the Amendment Date. This €[***] payment shall be credited against the payment due 3D Line under Section 2.2(c) for the 60-Leaf MLCs to be supplied to ViewRay pursuant to Section 2.1(a)(iv). (c) The price for the 60-Leaf MLCs to be supplied to ViewRay pursuant to Section 2.1(a)(iv) shall be [***]; the price for the 60-Leaf MLCs to be supplied to ViewRay pursuant to Section 2.5, shall provide that the cost of the Section 2.1(a)(iv) Deliverables will be adjusted accordingly if the [***]. If the parties are unable to agree upon such pricing then they shall fix such pricing at 3D Line’s Cost of Goods Sold [***]. “3D Line’s Cost of Goods Sold” shall mean the [***] (it being understood that the [***]), [***] (including [***] 60-Leaf MLCs) plus [***] allocated to the 60-Leaf MLCs in accordance with [***]. The fully-allocated cost of manufacturing shall not include [***] (that 3D Line or any third party may have) or [***] including, by way of example only, [***]. It is understood and agreed that in the event and to the extent that the Supply Agreement the parties enter into pursuant to Section 2.5 is structured so that 3D Line does not manufacture the leaves that are used in the MLCs or does not manufacture other subassemblies for such 60-Leaf MLCs that are within the scope of 3D Line’s responsibilities during the Program, then the pricing under Section 2.5 and the Supply Agreement shall be adjusted so that the costs of leaves or other subassemblies manufactured or supplied by any third party if paid by ViewRay shall be deducted from the price paid 3D Line for such MLCs; the intention of the parties being that 3D Line shall be compensated for the work it actually performs with respect to the manufacture and supply of the 60-Leaf MLCs and shall not be compensated at any “xxxx-up” for work performed by third parties with respect to such 60-Leaf MLCs, such third party work (if not paid to such third party by ViewRay) being priced at the direct cost to 3D Line for such leaves or other subassemblies.”

Development Funding. (a) ViewRay Viewray will pay 3D Line the then U.S. Dollar equivalent of €[***] within three (3) days of the Effective Date for the engineering services required to develop/ deliver the Deliverable described in Section 2.1(a)(12.1(a)(i). (b) ViewRay will pay 3D Line the then U.S. Dollar equivalent of €[***] within fifteen (15) days of or the Amendment Date. This €[***] payment shall whichever is greater within 14 days of the date of ViewRay’s Acceptance of the Section 2.1(a)(ii) Deliverable. The cost of such Section 2.1(a)(ii) Deliverable will be credited against adjusted accordingly if the payment due 3D Line under Section 2.2(c) for the 60-Leaf MLCs to be supplied to ViewRay pursuant to Section 2.1(a)(iv)[***]. (c) The Not later than the date ViewRay Accepts the Section 2.1(a)(ii) Deliverable, the parties shall negotiate in good faith to mutually agree upon the price for the 60-Leaf [***] MLCs to be supplied to ViewRay pursuant to Section 2.1(a)(iv) and not later than the date ViewRay Accepts the Section 2.1(a)(iii) Deliverable, the parties shall be mutually agree upon the price for the [***]; the price for the 60-Leaf ] MLCs to be supplied to ViewRay pursuant to Section 2.5, which pricing shall provide that the cost of the such Section 2.1(a)(iv) Deliverables will be adjusted accordingly if the [***]. If the parties are unable to agree upon such pricing then they shall fix such pricing at 3D Line’s Cost of Goods Sold [***]. “3D Line’s Cost of Goods Sold” shall mean the [***] (it being understood that the cost of [***]), [***] (including [***] 60-Leaf MLCs]) plus [***] allocated to the 60-Leaf MLCs [***] in accordance with [***]. The fully-allocated cost of manufacturing shall not include [***] (that 3D Line or any third party may have) or [***] including, by way of example only, [***]. It is understood and agreed that in the event and to the extent that the Supply Agreement the parties enter into pursuant to Section 2.5 is structured so that 3D Line does not manufacture the leaves that are used in the MLCs or does not manufacture other subassemblies for such 60-Leaf MLCs that are within the scope of 3D Line’s responsibilities during the Program, then the pricing under Section 2.5 and the Supply Agreement shall be adjusted so that the costs of leaves or other subassemblies manufactured or supplied by any third party if paid by ViewRay shall be deducted from the price paid 3D Line for such MLCs; the intention of the parties being that 3D Line shall be compensated for the work it actually performs with respect to the manufacture and supply of the 60-Leaf MLCs and shall not be compensated at any “xxxx-up” for work performed by third parties with respect to such 60-Leaf MLCs, such third party work (if not paid to such third party by ViewRay) being priced at the direct cost to 3D Line for such leaves or other subassemblies.”

Development Funding. (a) ViewRay will pay 3D Line the then U.S. Dollar equivalent of €[***] within three (3) days [***] of the Effective Date for the engineering services required to develop/ deliver the Deliverable described in Section 2.1(a)(1). (b) ViewRay will pay 3D Line the then U.S. Dollar equivalent of €[***] within fifteen (15) days [***] of the Amendment Date. This €[***] payment shall be credited against the payment due 3D Line under Section 2.2(c) for the 60-Leaf [***] MLCs to be supplied to ViewRay pursuant to Section 2.1(a)(iv). (c) The price for the 60-Leaf [***] MLCs to be supplied to ViewRay pursuant to Section 2.1(a)(iv) shall be [***]; the price for the 60-Leaf [***] MLCs to be supplied to ViewRay pursuant to Section 2.5, shall provide that the cost of the Section 2.1(a)(iv) Deliverables will be adjusted accordingly if the [***]. If the parties are unable to agree upon such pricing then they shall fix such pricing at 3D Line’s Cost of Goods Sold [***]. “3D Line’s Cost of Goods Sold” shall mean the [***] (it being understood that the [***]), [***] (including [***] 60-Leaf MLCs]) plus [***] allocated to the 60-Leaf MLCs [***] in accordance with [***]. The fully-allocated cost of manufacturing shall not include [***] (that 3D Line or any third party may have) or [***] including, by way of example only, [***]. It is understood and agreed that in the event and to the extent that the Supply Agreement the parties enter into pursuant to Section 2.5 is structured so that 3D Line does not manufacture the leaves that are used in the MLCs or does not manufacture other subassemblies for such 60-Leaf [***] MLCs that are within the scope of 3D Line’s responsibilities during the Program, then the pricing under Section 2.5 and the Supply Agreement shall be adjusted so that the costs of leaves or other subassemblies manufactured or supplied by any third party if paid by ViewRay shall be deducted from the price paid 3D Line for such MLCs; the intention of the parties being that 3D Line shall be compensated for the work it actually performs with respect to the manufacture and supply of the 60-Leaf [***] MLCs and shall not be compensated at any “xxxx-up” for work performed by third parties with respect to such 60-Leaf [***] MLCs, such third party work (if not paid to such third party by ViewRay) being priced at the direct cost to 3D Line for such leaves or other subassemblies.”

Development Funding. (a) ViewRay will pay 3D Line the then U.S. Dollar equivalent of €[***] within three (3) days of the Effective Date for the engineering services required to develop/ deliver the Deliverable described in Section 2.1(a)(1). (b) ViewRay will pay 3D Line the then U.S. Dollar equivalent of €[***] within fifteen (15) days [***] of the Amendment Date. This €[***] payment shall be credited against the payment due 3D Line under Section 2.2(c) for the 60-Leaf [***] MLCs to be supplied to ViewRay pursuant to Section 2.1(a)(iv). (c) The price for the 60-Leaf [***] MLCs to be supplied to ViewRay pursuant to Section 2.1(a)(iv) shall be [***]; the price for the 60-Leaf [***] MLCs to be supplied to ViewRay pursuant to Section 2.5, shall provide that the cost of the Section 2.1(a)(iv) Deliverables will be adjusted accordingly if the [***]. If the parties are unable to agree upon such pricing then they shall fix such pricing at 3D Line’s Cost of Goods Sold [***]. “3D Line’s Cost of Goods Sold” shall mean the [***] (it being understood that the [***]), [***] (including [***] 60-Leaf MLCs]) plus [***] allocated to the 60-Leaf MLCs [***] in accordance with [***]. The fully-allocated cost of manufacturing shall not include [***] (that 3D Line or any third party may have) or [***] including, by way of example only, [***]. It is understood and agreed that in the event and to the extent that the Supply Agreement the parties enter into pursuant to Section 2.5 is structured so that 3D Line does not manufacture the leaves that are used in the MLCs or does not manufacture other subassemblies for such 60-Leaf [***] MLCs that are within the scope of 3D Line’s responsibilities during the Program, then the pricing under Section 2.5 and the Supply Agreement shall be adjusted so that the costs of leaves or other subassemblies manufactured or supplied by any third party if paid by ViewRay shall be deducted from the price paid 3D Line for such MLCs; the intention of the parties being that 3D Line shall be compensated for the work it actually performs with respect to the manufacture and supply of the 60-Leaf [***] MLCs and shall not be compensated at any “xxxx-up” for work performed by third parties with respect to such 60-Leaf [***] MLCs, such third party work (if not paid to such third party by ViewRay) being priced at the direct cost to 3D Line for such leaves or other subassemblies.”

Development Funding. (a) ViewRay will pay 3D Line the then U.S. Dollar equivalent of €[***] within three (3) days of the Effective Date for the engineering services required to develop/ deliver the Deliverable described in Section 2.1(a)(1). (b) ViewRay will pay 3D Line the then U.S. Dollar equivalent of €[***] within fifteen (15) days of the Amendment Date. This €[***] payment shall be credited against the payment due 3D Line under Section 2.2(c) for the 60-Leaf MLCs to be supplied to ViewRay pursuant to Section 2.1(a)(iv). (c) The price for the 60-Leaf MLCs to be supplied to ViewRay pursuant to Section 2.1(a)(iv) shall be [***]; the price for the 60-Leaf MLCs to be supplied to ViewRay pursuant to Section 2.5, shall provide that the cost of the Section 2.1(a)(iv) Deliverables will be adjusted accordingly if the [***]. If the parties are unable to agree upon such pricing then they shall fix such pricing at 3D Line’s Cost of Goods Sold [***]. “3D Line’s Cost of Goods Sold” shall mean the [***] (it being understood that the [***]), [***] (including [***] 60-Leaf MLCs]) plus [***] allocated to the 60-Leaf MLCs [***] in accordance with [***]. The fully-allocated cost of manufacturing shall not include [***] (that 3D Line or any third party may have) or [***] including, by way of example only, [***]. It is understood and agreed that in the event and to the extent that the Supply Agreement the parties enter into pursuant to Section 2.5 is structured so that 3D Line does not manufacture the leaves that are used in the MLCs or does not manufacture other subassemblies for such 60-Leaf MLCs that are within the scope of 3D Line’s responsibilities during the Program, then the pricing under Section 2.5 and the Supply Agreement shall be adjusted so that the costs of leaves or other subassemblies manufactured or supplied by any third party if paid by ViewRay shall be deducted from the price paid 3D Line for such MLCs; the intention of the parties being that 3D Line shall be compensated for the work it actually performs with respect to the manufacture and supply of the 60-Leaf MLCs and shall not be compensated at any “xxxx-up” for work performed by third parties with respect to such 60-Leaf MLCs, such third party work (if not paid to such third party by ViewRay) being priced at the direct cost to 3D Line for such leaves or other subassemblies.”