Common use of Development of 60-Leaf MLCs Clause in Contracts

Development of 60-Leaf MLCs. (a) 3D Line will perform a development program (the “Program”) directed toward the development of 60-Leaf MLCs that meet the Specifications (including the documents referenced therein). The Program will be performed in two iterations with 3D Line delivering to Viewray: (i) within six (6) months after the Effective Date, complete design plans for the 60-Leaf MLCs that are suitable for manufacturing 60-Leaf MLCs that conform to the Specifications; (ii) within nine (9) months after the Effective Date, a 60-Leaf MLC mechanical model that conforms to the Specifications; (iii) within two (2) months after ViewRay makes the payment under Section 2.2(b) “final” design plans for the 60-Leaf MLCs that conform to the Specifications that include detailed engineering and fabrication information sufficient to enable commercial scale manufacture; and (iv) within three (3) months after Viewray makes the payment under Section 2.2(c) three (3) 60-Leaf MLCs that conform to the Specifications (each, a “Deliverable”). (b) After delivery of each Deliverable, ViewRay shall inspect the Deliverable and test such Deliverable against the Specifications. If ViewRay accepts the Deliverable, ViewRay shall acknowledge its acceptance (“Acceptance”) of the Deliverable in writing. If ViewRay rejects the Deliverable, ViewRay shall provide 3D Line with notice of rejection, including a reasonably specific description of the failure alleged. 3D Line will use Commercially Reasonable Efforts to cure any such deficiencies within ten (10) Business Days and redeliver such Deliverable to ViewRay. ViewRay shall have ten (10) Business Days following its receipt of the redelivered Deliverable in which to accept or reject the Deliverable. The parties shall repeat the above process until the earlier of the date the Deliverable complies with the applicable Specifications or until ViewRay has rejected the Deliverable three (3) times. If ViewRay rejects the Deliverable for failure to comply with the Specifications three (3) times, then the parties shall confer and agree upon a “final” plan to resolve the nonconformity with the Specifications. If the parties are unable to resolve such nonconformity in accordance with such plan within the time period established as part of the plan then ViewRay may terminate this Agreement and ViewRay may return the Deliverable to 3D Line and 3D Line shall, within thirty (30) days following receipt of the rejected Deliverable, return to ViewRay all sums (if any) paid by ViewRay to 3D Line for the Deliverable that is the subject of such rejection (but shall not be required to return the funding provided pursuant to Section 2.2(a)(i)). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) It is understood and agreed that the Deliverables need not be error-free to have achieved the requirements for ViewRay to make payment of the milestones specified in Attachment 2, but if any Deliverable delivery or redelivery contains errors that individually or in the aggregate adversely affect ViewRay’s ability to use such Deliverable in accordance with the Specifications, ViewRay may rightfully reject such Deliverable delivery or redelivery. Notwithstanding the foregoing, Acceptance will not relieve 3D Line of its obligation to use Commercially Reasonable Efforts to fix all identified errors in a timely fashion. ViewRay’s obligations to pay for the Deliverables are subject to Acceptance, ViewRay shall have no obligation to pay for Deliverables except to the extent they are the subject of ViewRay’s Acceptance.