Common use of Excess Inventory Clause in Contracts

Excess Inventory. (a) If on or about the last day of each month (the "last day") after the first nine months of the Term, BMG determines from BMG's books and record(s) on a selection-by-selection basis and by each configuration thereof that BMG's inventory (as determined in accordance with BMG's standard business practices) of Owner's Product(s) in BMG's possession or control as of each such last day is in excess of a one (1) year supply ("Excess Inventory"), BMG will notify Owner to such effect, in writing. Thereafter, Owner, at Owner's election, will either remove such Excess Inventory for storage purposes only (at Owners sole cost and expense of removal and storage) within thirty (30) days of BMG's report under this Paragraph, or promptly pay BMG for each month that any Excess Inventory is retained or controlled by BMG beyond such thirty (30) day period an amount equal to the number of units of Excess Inventory multiplied by Seven ($.07) Cents (the "Excess Inventory Charge"). Any Excess Inventory which is removed must be marked or otherwise modified by BMG (at Owner's sole cost and expense) beforehand to adequately distinguish it from all other Owner's Product(s). If Owner fails to remove any Excess Inventory or pay the Excess Inventory Charge on a timely basis, BMG, subject to the provisions embodied in Paragraph 11(a)(v)(B) and 14(g) hereof, will scrap such Excess Inventory at the applicable per unit price set forth in Exhibit A for scrapping. BMG will invoice Owner for such scrapping and any applicable Excess Inventory Charges and Owner will pay such invoice in accordance with Paragraphs 14(b) and (c) hereof. (b) Owner will be afforded access once per each Contract Year and during regular business hours (on at least thirty (30) days prior written notice) to BMG's Warehouse to conduct a physical stock count of the inventory of Owner's Product(s) in the Warehouse. It's BMG's preference that Owner visit the Warehouse for physical stock counts at the time that BMG conducts its annual physical inventory (circa May of each Contract Year) of all products including Owner's Product(s). (c) With respect to stock shrinkage, BMG will bear the manufacturing cost of replacing the missing stock of Owner's Product(s) (including freight costs to the Warehouse) in excess of one percent (1%) of the number of units of Owner's Product(s) manufactured by BMG and delivered to BMG's Warehouse, and one (1%) percent of the number of units of any graphics and components delivered to BMG's Warehouses in a given Contract Year.

Excess Inventory. (a) If on On or about the last day of each month (the "last dayLast Day") after the first nine six months of the Term, BMG determines will determine from BMG's books and record(s) on a selection-by-selection basis and by each configuration thereof that BMG's the amount of any excess inventory (i.e., more than a one (1) year supply, as determined in accordance with BMG's standard business practices) of Owner's Product(s) in BMG's possession or control as of each Last Day and will report such last day is in excess of a one (1) year supply determination to Owner ("Excess Inventory"), BMG will notify Owner to such effect, in writing. Thereafter, Owner, at Owner's election, will either remove such Excess Inventory for storage purposes only (at Owners Owner's sole cost and expense of removal and storage) within thirty (30) days of BMG's report under this Paragraph, or promptly pay BMG for each month that any Excess Inventory is retained or controlled by BMG beyond such thirty (30) day period an amount equal to the number of units of Excess Inventory multiplied by Seven Ten ($.07.10) Cents (the "Excess Inventory Charge"). Any Excess Inventory which is removed must be marked marked, drilled or otherwise modified by BMG (at Owner's sole cost and expense) beforehand to adequately distinguish it from all other Owner's Product(s). If Owner fails to remove any Excess Inventory or pay the Excess Inventory Charge on a timely basis, BMG, subject to the provisions embodied in Paragraph 11(a)(v)(B11(a)(v)(8) and 14(g) hereof, will scrap such the Excess Inventory at the applicable per unit price set forth in Exhibit A for scrapping. BMG will invoice Owner for such scrapping and any applicable Excess Inventory Charges charges and Owner will pay such invoice in accordance with Paragraphs 14(b) and (c) hereof. (b) Owner will be afforded access once per each Contract Year and during regular business hours (on at least thirty (30) days prior written notice) to BMG's catalog Warehouse in Duncan, South Carolina to conduct a physical stock count of the inventory of Owner's Product(s) in the Warehouse. It's BMG's preference that Owner visit the Warehouse for physical stock counts at the time that BMG conducts its annual physical inventory (currently, circa April/May of each Contract Yearcalendar year) of all products including Owner's Product(s). (c) With Notwithstanding anything to the contrary contained herein, with respect to any so-called "stock shrinkage" of Owner's Product(s) in the Warehouse, BMG will bear the manufacturing cost of replacing the missing stock of Owner's Product(s) (including freight costs to the Warehouse) in excess of one percent (1%) of the number of units of Owner's Product(s) manufactured by BMG and delivered to BMG's Warehouse, and one (1%) percent of the number of units of any graphics and components delivered to BMG's Warehouses Warehouses, in a given Contract Year. (d) Upon Owner's written request from time to time during the Term, BMG will evidence to Owner (no more frequently than once per each calendar quarter of a given Contract Year and then only in connection with requests made, no sooner than thirty (30) days before (and no later than forty-five (45) days after) a scrapping occurrence and in the form of the so-called

Excess Inventory. If Power cancels or reschedules purchase orders, or changes its forecast, or implements an ECN (asuch actions shall collectively be referred to as a "Material Event"), which results in excess material inventory (including long lead material, MOQ's, and unique/custom material), then if that excess material inventory is not fully consumed prior to the end of the month following the Material Event, SLRTX may request and Power agrees to pay SLRTX a carrying charge on the inventory of two and one-half percent (2 1/2%) If per month. Power agrees to pay such carrying charge on such excess material until it is fully consumed; provided, however, that if the excess material inventory is not consumed by the end of the third month following the month of the Material Event, SLRTX may request and Power shall purchase such inventory from SLRTX and SLRTX will continue, at Power's option, to hold such inventory on Power's behalf subject to agreed carrying charges, or about SLRTX will deliver the last day material to Power's designated location at Power's expense. SLRTX will use all commercially reasonable efforts to minimize the excess material inventory. 9. TERMS AND METHOD OF PAYMENT Terms of payment are net fifteen (15) days from date of invoice, subject to continuing credit approval. On or before the Effective Date of this Agreement, Power agrees to provide SLRTX a copy of its most recent financial statements. Thereafter, Power will provide updated financial statements on a quarterly basis within forty-five (45) days following the end of each month (fiscal quarter of Power. If Power fails to make timely payments, satisfy credit arrangements, or provide financial information as required in this Sectxxx 0, XXXXX xxx withhold shipment of Products until Power makes other arrangements satisfactory to SLRTX. In the "last day") after event alternative arrangements are not made, SLRTX may defer or cancel the first nine months of the Termshipment(s), BMG determines from BMG's books terminate this Agreement, and/or exercise any and record(s) on a selection-by-selection basis all other legal rights and by each configuration thereof that BMG's inventory (as determined remedies, and Power agrees to compensate SLRTX in accordance with BMGSections 5, 6, 7, 8 and 13 of this Agreement. In the event that Power becomes a publicly traded company, then Power's standard business practices) of Owner's Product(s) in BMG's possession or control as of each such last day is in excess of a one (1) year supply ("Excess Inventory"), BMG will notify Owner obligation to such effect, in writing. Thereafter, Owner, at Owner's election, will either remove such Excess Inventory for storage purposes only (at Owners sole cost and expense of removal and storage) within thirty (30) days of BMG's report provide financial information under this ParagraphSection 9 shall cease. Charges for tooling, or promptly pay BMG for each month that any Excess Inventory is retained or controlled by BMG beyond test equipment and non-recurring services may be invoiced upon SLRTX' commitment to obtain such thirty (30) day period an amount equal to the number of units of Excess Inventory multiplied by Seven ($.07) Cents (the "Excess Inventory Charge"). Any Excess Inventory which is removed must be marked or otherwise modified by BMG (at Owner's sole cost and expense) beforehand to adequately distinguish it from all other Owner's Product(s). If Owner fails to remove any Excess Inventory or pay the Excess Inventory Charge on a timely basis, BMG, subject to the provisions embodied in Paragraph 11(a)(v)(B) and 14(g) hereof, will scrap such Excess Inventory at the applicable per unit price set forth in Exhibit A for scrapping. BMG will invoice Owner for such scrapping and any applicable Excess Inventory Charges and Owner will pay such invoice in accordance with Paragraphs 14(b) and (c) hereofitems. (b) Owner will be afforded access once per each Contract Year and during regular business hours (on at least thirty (30) days prior written notice) to BMG's Warehouse to conduct a physical stock count of the inventory of Owner's Product(s) in the Warehouse. It's BMG's preference that Owner visit the Warehouse for physical stock counts at the time that BMG conducts its annual physical inventory (circa May of each Contract Year) of all products including Owner's Product(s). (c) With respect to stock shrinkage, BMG will bear the manufacturing cost of replacing the missing stock of Owner's Product(s) (including freight costs to the Warehouse) in excess of one percent (1%) of the number of units of Owner's Product(s) manufactured by BMG and delivered to BMG's Warehouse, and one (1%) percent of the number of units of any graphics and components delivered to BMG's Warehouses in a given Contract Year.

Excess Inventory. The parties shall review Excess Inventory each calendar quarter at the Quarterly Business Review. Subject to the next succeeding sentence and the last sentence of this Section 4.3a, if Excess Inventory exceeds the amount of Materials that will be used to manufacture the aggregate total of Products to be purchased by Zebra over the following ninety (a90) If day horizon according to the Weekly Forecast for such period and such Excess Inventory remains in Manufacturer’s inventory for a period ending on or about the last day of each month the following calendar quarter, then at Zebra’s option (the "last day"i) after the first nine months of the Term, BMG determines from BMG's books and record(s) on a selection-by-selection basis and by each configuration thereof that BMG's inventory (as determined in accordance with BMG's standard business practices) of Owner's Product(s) in BMG's possession or control as of each such last day is in excess of a one (1) year supply ("Excess Inventory"), BMG will notify Owner to such effect, in writing. Thereafter, Owner, at Owner's election, will either remove such Excess Inventory for storage purposes only (at Owners sole cost and expense of removal and storage) within thirty (30) days of BMG's report under this Paragraph, or promptly pay BMG for each month that any Excess Inventory is retained or controlled by BMG beyond such thirty (30) day period an amount equal to the number of units of Excess Inventory multiplied by Seven ($.07) Cents (the "Excess Inventory Charge"). Any Excess Inventory which is removed must be marked or otherwise modified by BMG (at Owner's sole cost and expense) beforehand to adequately distinguish it from all other Owner's Product(s). If Owner fails to remove any Excess Inventory or pay the Excess Inventory Charge on a timely basis, BMG, subject to the provisions embodied in Paragraph 11(a)(v)(B) and 14(g) hereof, will scrap Zebra shall purchase such Excess Inventory at the applicable per unit price following cost: (A) for Materials, at the Materials Costs; (B) for WIP [*** Redacted] and (C) for finished Products, the same pricing for which such Products were previously sold to Zebra prior to being deemed Excess Inventory; or (ii) Manufacturer shall store Excess Inventory and Zebra shall pay Manufacturer storage charges on a monthly basis for Excess Inventory at an amount equal to [*** Redacted] from Manufacturer at the respective cost set forth in Exhibit A the foregoing (A), (B) or (C), such charge going into effect on the first day of the calendar quarter following the calendar *** Confidential treatment requested pursuant to a request for scrappingconfidential treatment filed with the Securities and Exchange Commission. BMG will invoice Owner for such scrapping Omitted portions have been filed separately with the Securities and any applicable Exchange Commission. quarter in which the Excess Inventory Charges was recognized and Owner will pay ending at such invoice in accordance with Paragraphs 14(b) and (c) hereof. (b) Owner will be afforded access once per each Contract Year and during regular business hours (on at least thirty (30) days prior written notice) time as Zebra either purchases the Excess Inventory or Manufacturer uses the Excess Inventory. Assuming Manufacturer has made all reasonable efforts to BMG's Warehouse to conduct a physical stock count dispose of or otherwise mitigate the inventory of Owner's Product(s) in the Warehouse. It's BMG's preference that Owner visit the Warehouse for physical stock counts Excess Inventory, upon Manufacturer’s request, Zebra shall purchase, at the time that BMG conducts its annual physical inventory cost set forth in clause (circa May of each Contract Year) of all products including Owner's Product(s). (c) With respect to stock shrinkage, BMG will bear the manufacturing cost of replacing the missing stock of Owner's Product(s) (including freight costs to the Warehouse) in excess of one percent (1%i) of the number of units of Owner's Product(simmediately preceding sentence, any Excess Inventory that Manufacturer has had on-hand for a period greater than one-hundred and eighty (180) manufactured by BMG and delivered to BMG's Warehouse, and one (1%) percent of the number of units of any graphics and components delivered to BMG's Warehouses in a given Contract Year.days. [*** Redacted]

Excess Inventory. 11.3.2.1 Fabrinet will use Avanex’s forecast and Purchase Orders as stated in Section 10 to define Product Schedules which will be the basis for defining material usage for a 12-month period. NOTE: Information in this document marked with an “[*]” has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 11.3.2.2 Any material purchased on behalf of Avanex in support of any portion of Purchase Orders or Forecast Schedules must be consumed within the following [*] months. Any material that does not show planned consumption in that period will be reported as Excess. 11.3.2.3 Fabrinet will provide a monthly report highlighting all Excess Materials. This report will be available on the Avanex designated area of Fabrinet’s website the first week of every month for Avanex review. The report will indicate aging of material and Excess category. 11.3.2.4 Any material that remains in Excess category for a [*] week period will be noted to Avanex as due and payable in [*] days (a) If on invoice). 11.3.2.5 Finished Goods will be invoiced at the agreed upon Fabrinet Selling Price. 11.3.2.6 After invoicing, Fabrinet will move Excess Inventory to a Consignment location for Avanex disposition. Fabrinet will maintain inventory in the designated consignment area for up to [*] months, after which Fabrinet will ask for Avanex final disposition. 11.3.2.7 Liabilities set forth in Agreement shall be subject to Avanex’s audit of such costs. 11.3.2.7.1 Mitigation: Fabrinet will use its commercially reasonable efforts for at least [*] days to mitigate Avanex’s liability for Excess and Obsolete parts, including, without limitation, canceling component orders, rescheduling component orders, selling components or about using the last day components for other Fabrinet Products. 11.3.2.7.2 Long lead-time Components (beyond [*] weeks of lead-time): Within a first month of each month (the "last day") after the first nine months quarter, Fabrinet shall notify Avanex of the Term, BMG determines from BMG's books and record(s) on a selection-by-selection basis and by each configuration thereof components that BMG's inventory (as determined in accordance with BMG's standard business practices) of Owner's Product(s) in BMG's possession or control as of each such last day is Fabrinet recommends should be purchased in excess of a one (1) year supply ("Excess Inventory"), BMG will notify Owner [*] weeks of Avanex’s demand. Fabrinet shall not purchase such components without the written consent of Avanex. If Avanex consents to such effecta purchase, in writing. Thereafter, Owner, at Owner's election, will either remove such Excess Inventory for storage purposes only (at Owners sole cost and expense of removal and storage) within thirty (30) days of BMG's report under this Paragraph, or promptly pay BMG for each month Avanex acknowledges that any Excess Inventory is retained or controlled by BMG beyond such thirty (30) day period an amount equal to the number of units of Excess Inventory multiplied by Seven ($.07) Cents (the "Excess Inventory Charge"). Any Excess Inventory which is removed must be marked or otherwise modified by BMG (at Owner's sole cost and expense) beforehand to adequately distinguish it from all other Owner's Product(s). If Owner fails to remove any Excess Inventory or pay the Excess Inventory Charge on a timely basis, BMG, subject to the provisions embodied in Paragraph 11(a)(v)(B) and 14(g) hereof, will scrap such Excess Inventory at the applicable per unit price set forth in Exhibit A for scrapping. BMG will invoice Owner Avanex may have liability for such scrapping and any applicable Excess Inventory Charges and Owner will pay such invoice in accordance with Paragraphs 14(bcomponents as either excess raw material(s) and (c) hereof. (b) Owner will be afforded access once per each Contract Year and during regular business hours (on at least thirty (30) days prior written notice) to BMG's Warehouse to conduct a physical stock count of the inventory of Owner's Product(s) in the Warehouse. It's BMG's preference that Owner visit the Warehouse for physical stock counts at the time that BMG conducts its annual physical inventory (circa May of each Contract Year) of all products including Owner's Product(sor obsolete raw material(s). (c) With respect to stock shrinkage, BMG will bear the manufacturing cost of replacing the missing stock of Owner's Product(s) (including freight costs to the Warehouse) in excess of one percent (1%) of the number of units of Owner's Product(s) manufactured by BMG and delivered to BMG's Warehouse, and one (1%) percent of the number of units of any graphics and components delivered to BMG's Warehouses in a given Contract Year.