Common use of Fulfillment Clause in Contracts

Fulfillment. To the extent that any orders for REAGENT do not exceed [**] percent ([**]%) of OPHTHOTECH’s initial forecast for a respective CALENDAR QUARTER, and to the extent forecasts and purchase orders are submitted as provided hereunder, NEKTAR shall commence fulfilling these orders no later than: (a) [**] months after the date an order is placed; or (b) any other mutually agreed upon delivery date. If NEKTAR determines that it cannot commence fulfilling an order by the later of [**] months of the date an order is placed or any other agreed upon delivery date, then NEKTAR will promptly notify OPHTHOTECH in writing within [**] business days of such determination. To the extent that such order for REAGENT does not exceed [**] percent ([**]%) of OPHTHOTECH’s forecast for a respective CALENDAR QUARTER, and to the extent that such purchase order is submitted as provided hereunder, the provisions of Section 4.7 apply. Each shipment of REAGENT as of delivery shall have at least [**]% of its initial shelf-life as of the completion of its manufacture remaining.” “4.6 Shipment; Payment of Invoices. NEKTAR shall send invoices to OPHTHOTECH for the REAGENT shipped to OPHTHOTECH no earlier than the date on which the REAGENT is placed aboard the carrier at the point of shipment from the place of manufacture or storage owned or controlled by NEKTAR. All shipments of REAGENT will be delivered to the address set forth in the applicable purchase order. All REAGENT supplied to OPHTHOTECH hereunder shall be delivered to OPHTHOTECH EX WORKS (INCOTERMS 2010) NEKTAR’s manufacturing or storage facility. OPHTHOTECH shall pay all shipping, customs, duties, taxes, freight and insurance charges associated with shipments of REAGENT. All invoices will be in DOLLARS, payable to NEKTAR, at the address provided above or such other address as NEKTAR may from time to time advise OPHTHOTECH. Payment will be due [**] days from receipt of invoice unless acceptance is delayed pursuant to Sections 6.2, 6.3 and 6.4, in which case they shall be due as provided thereunder. Amounts past due shall bear interest at the rate of [**] percent ([**]%) per month, compounded daily, or the maximum rate allowed under law, whichever is less.”

Fulfillment. To the extent that any orders for REAGENT do not exceed [**] percent ([**]%) of OPHTHOTECH’s initial forecast for a respective CALENDAR QUARTER, and to the extent forecasts and purchase orders are submitted as provided hereunder, NEKTAR shall commence fulfilling these orders no later than: (a) Subject to the foregoing provisions of this Article 6, Triangle’s [**BUKWANG REDACTED] months obligations set forth in this Article 6 shall be deemed to have been satisfied if Triangle: (i) files what it reasonably believes to be a complete NDA for a Licensed Product for HBV with the FDA within [BUKWANG REDACTED] after the date an order is placedEffective Date; provided, however, said [BUKWANG REDACTED] period shall be subject to up to [BUKWANG REDACTED] extensions of [BUKWANG REDACTED], at Triangle’s election, by payment to Bukwang of a sum of [BUKWANG REDACTED] for each [BUKWANG REDACTED] extensions and [BUKWANG REDACTED] for each [BUKWANG REDACTED] extensions; and (ii) commercially introduces, or causes its Affiliates or sublicensees to commercially introduce, such Licensed Product in the United States within [BUKWANG REDACTED] after FDA Registration of such Licensed Product, if otherwise commercially feasible. (b) Triangle agrees to use its [BUKWANG REDACTED] to give Bukwang at least ten (10) days’ notice prior to the exercise of any other mutually agreed upon delivery dateextension pursuant to Subsection 6.2(a). If NEKTAR determines Extension payments under Subsection 6.2(a) shall be made within the first ten (10) days of each such extension period. Notwithstanding any provision of Subsection 6.2(a) to the contrary: (i) in the event that it cannot commence fulfilling an order Triangle is unable to obtain Bulk Drug Substance of a quality and in such quantities reasonably necessary to perform the toxicity studies referred in Section 6.1 within [BUKWANG REDACTED] after the Effective Date, the [BUKWANG REDACTED] period referred to in Subsection 6.2(a) shall be adjusted by that period in excess of such [BUKWANG REDACTED] period that expires before Triangle obtains such Bulk Drug Substance; provided, however, that the later of [**] months period of the date an order is placed or any other agreed upon delivery dateextension prescribed in this clause (i) of this Subsection 6.2(b) shall, then NEKTAR will promptly notify OPHTHOTECH in writing within [**] business days of such determination. To the extent that such order for REAGENT does not no event, exceed [**BUKWANG REDACTED]; and (ii) such [BUKWANG REDACTED] percent period shall also be adjusted appropriately ([**]%x) to account for any delay by Bukwang in the transfer of OPHTHOTECH’s forecast for a respective CALENDAR QUARTER, Bukwang Know-How beyond the period specified in Section 10.1 and (y) in the event the FDA requires that toxicity studies other than those described in Section 6.1 be performed prior to the extent that such purchase order is submitted as provided hereunder, the provisions commencement of Section 4.7 apply. Each shipment of REAGENT as of delivery shall have at least [**]% of its initial shelf-life as of the completion of its manufacture remaining.” “4.6 Shipment; Payment of Invoices. NEKTAR shall send invoices to OPHTHOTECH for the REAGENT shipped to OPHTHOTECH no earlier than the date on which the REAGENT is placed aboard the carrier at the point of shipment from the place of manufacture or storage owned or controlled by NEKTAR. All shipments of REAGENT will be delivered to the address set forth clinical trials in the applicable purchase order. All REAGENT supplied to OPHTHOTECH hereunder shall be delivered to OPHTHOTECH EX WORKS (INCOTERMS 2010) NEKTAR’s manufacturing or storage facility. OPHTHOTECH shall pay all shipping, customs, duties, taxes, freight and insurance charges associated with shipments of REAGENT. All invoices will be in DOLLARS, payable to NEKTAR, at the address provided above or such other address as NEKTAR may from time to time advise OPHTHOTECH. Payment will be due [**] days from receipt of invoice unless acceptance is delayed pursuant to Sections 6.2, 6.3 and 6.4, in which case they shall be due as provided thereunder. Amounts past due shall bear interest at the rate of [**] percent ([**]%) per month, compounded daily, or the maximum rate allowed under law, whichever is less.”U.S.

Fulfillment. 3.5.1 To the extent that any orders for the SELECTED REAGENT do not exceed [**] percent ([**]%) of OPHTHOTECH’s COMPANY'S initial forecast for a respective CALENDAR QUARTERgiven calendar quarter, and to the extent forecasts and purchase orders are submitted as provided hereunder, NEKTAR AL shall commence fulfilling fulfill these orders no later thanas follows: each of COMPANY'S purchase orders will specify a date by which COMPANY desires that the ordered quantity of SELECTED REAGENT be shipped; upon NEKTAR AL'S written acceptance of such purchase order, the requested delivery or other delivery date as may be agreed by the PARTIES in writing will be deemed the "DELIVERY DATE" for such order. NEKTAR AL shall use commercially reasonable efforts to ship each such order by the DELIVERY DATE; provided, however, NEKTAR AL will not be obligated to accept a requested DELIVERY DATE for an order that is less than five (a5) [**] months after the date such order is placed. For clarity it is acknowledged and agreed that NEKTAR AL shall not ship to COMPANY (unless otherwise agreed) quantities of SELECTED REAGENT to be delivered to COMPANY prior to the requested delivery date for such quantities specified in COMPANY'S corresponding purchase order. At the time of such delivery, NEKTAR AL shall provide COMPANY with a certificate of analysis or "COA" (as further specified in Section 5.1 below and a copy of which is attached to this AGREEMENT as Schedule II) for the supplied quantities of SELECTED REAGENT conforming to the SPECIFICATIONS. If NEKTAR AL cannot fulfill an order within five (5) months after the date an order is placed; placed (or (b) any other mutually agreed upon delivery date. If NEKTAR determines that it cannot commence fulfilling an if the order has been accepted, by the applicable DELIVERY DATE), then NEKTAR AL shall promptly (but in no case later than five (5) business days after becoming aware of [**] months an event of the date an order is placed force majeure or any other agreed upon delivery dateevent that would render NEKTAR AL unable to fulfill an order that it is required to supply hereunder) so notify COMPANY in writing. 3.5.2 In the event that NEKTAR AL is unable to supply worldwide requirements of SELECTED REAGENT due to force majeure or otherwise, then NEKTAR will promptly notify OPHTHOTECH AL shall use commercially reasonable efforts to produce or procure as much SELECTED REAGENT as possible and shall allocate the quantities of SELECTED REAGENT that NEKTAR AL has in writing within [**] business days of such determination. To the extent that such order for REAGENT does not exceed [**] percent ([**]%) of OPHTHOTECH’s forecast for a respective CALENDAR QUARTERinventory, and that NEKTAR AL is able to the extent that such purchase order is submitted as provided hereunderproduce or procure, the provisions of Section 4.7 apply. Each shipment of REAGENT as of delivery shall have at least [**]% of its initial shelf-life so that, subject to NEKTAR AL'S obligations (which obligations were in existence as of the completion time the shortage arose) to THIRD PARTIES who have dedicated manufacturing facilities or reserved capacity for the manufacture of REAGENTS, COMPANY receives at least its proportional share of such supplies of SELECTED REAGENT as determined based on COMPANY'S reasonably projected requirements and the reasonably projected requirements from NEKTAR AL'S other customers. Subject to the foregoing, with respect to the supply of the SELECTED REAGENT hereunder, NEKTAR AL shall treat COMPANY no less favorably, from the standpoint of NEKTAR AL'S scheduling of its manufacture remaining.” “4.6 Shipment; Payment of Invoices. NEKTAR shall send invoices to OPHTHOTECH multi-use equipment and facilities for the manufacture of REAGENTS, than NEKTAR AL'S other customers. At any time during the TERM, COMPANY shall have the right to request NEKTAR AL to reserve a certain amount of capacity for the production of SELECTED REAGENT shipped for COMPANY. In such event, the PARTIES will in good faith negotiate a formal written amendment to OPHTHOTECH this AGREEMENT which would provide, among other things, that NEKTAR AL would reserve such capacity for COMPANY at COMPANY'S expense, but that NEKTAR AL would charge COMPANY for such reserved capacity no earlier more than the date on NEKTAR AL would charge its other customers to build or maintain reserved capacity, which the REAGENT is placed aboard the carrier at the point of shipment from the place of manufacture or storage owned or controlled by NEKTAR. All shipments of REAGENT will be delivered customers have similar requirements with respect to the address set forth in the applicable purchase order. All REAGENT supplied to OPHTHOTECH hereunder shall be delivered to OPHTHOTECH EX WORKS (INCOTERMS 2010) NEKTAR’s manufacturing or storage facility. OPHTHOTECH shall pay all shipping, customs, duties, taxes, freight and insurance charges associated with shipments of SELECTED REAGENT. All invoices will be in DOLLARS, payable to NEKTAR, at the address provided above or such other address as NEKTAR may from time to time advise OPHTHOTECH. Payment will be due [**] days from receipt of invoice unless acceptance is delayed pursuant to Sections 6.2, 6.3 and 6.4, in which case they shall be due as provided thereunder. Amounts past due shall bear interest at the rate of [**] percent ([**]%) per month, compounded daily, or if there are then no other customers for the maximum rate allowed SELECTED REAGENT, on commercially reasonable terms. Moreover, COMPANY would have the right to have an independent THIRD PARTY reasonably acceptable to NEKTAR AL, examine NEKTAR AL'S books and records (no more than once per year, on reasonable advance notice, during regular business hours and under law, whichever is lessconditions of confidentiality) to verify same.”

Fulfillment. To the extent All sales of Products shall be directly between End User and Company. Company will be responsible for ensuring that any orders each URL provided to Red Hat for REAGENT do not exceed [**] percent ([**]%) of OPHTHOTECH’s initial forecast use in a Promotion or Company Link for a respective CALENDAR QUARTER, and Product takes the user to the extent forecasts and purchase orders are submitted appropriate area within the Company Site. Company will provide to users coming to the Company Site from the Red Hat Site at least the same level of service as provided hereunderis offered to users coming directly to the Company Site. Notwithstanding the foregoing, NEKTAR shall commence fulfilling these orders no later than: in all events Company will use commercially reasonable efforts to (a) [**] months after the date an convey clear and accurate information to users regarding product price, availability, description, shipping charges, order is placed; or policy, return policy, sales tax policy, and other types of information generally offered by Company's competitors, (b) any other mutually agreed upon delivery date. If NEKTAR determines post Company's terms of sale in clear language on a page that it cannot commence fulfilling an order by the later of [**] months of the date an order is placed or any other agreed upon delivery date, then NEKTAR will promptly notify OPHTHOTECH in writing within [**] business days of such determination. To the extent that such order for REAGENT does not exceed [**] percent ([**]%) of OPHTHOTECH’s forecast for a respective CALENDAR QUARTEReasily accessible to all users, and to the extent that such purchase order is submitted as provided hereunder(c) deliver all orders within a reasonable time. IF ANY OF THE STANDARDS SET FORTH ABOVE ARE NOT MET BY COMPANY, the provisions of Section 4.7 applyTHEN RED HAT MAY IMMEDIATELY REMOVE ANY OR ALL LINKS TO THE COMPANY SITE, AT RED HAT'S SOLE DISCRETION, UNTIL COMPANY ADEQUATELY DEMONSTRATES TO RED HAT THAT THE COMPANY'S BUSINESS PRACTICES AND/OR THE COMPANY SITE IS IN FULL COMPLIANCE; PROVIDED, HOWEVER, THAT COMPANY'S FAILURE TO REMEDY SUCH PROBLEM WITHIN 30 DAYS WILL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT. Each shipment of REAGENT as of delivery shall have at least [**]% of its initial shelf-life as of the completion of its manufacture remainingFURTHER, IF THE COMPANY SITE FAILS TO OPERATE FULLY AND FUNCTIONALLY IN ANY MATERIAL RESPECT FOR ANY PERIOD OF SIXTY OR MORE CONSECUTIVE MINUTES, EVEN IF OTHERWISE IN COMPLIANCE WITH THE PERFORMANCE STANDARDS, RED HAT MAY IMMEDIATELY REMOVE ANY OR ALL LINKS TO THE COMPANY SITE AT RED HAT'S SOLE DISCRETION UNTIL SUCH TIME AS COMPANY NOTIFIES RED HAT THAT SUCH COMPANY SITE HAS RESUMED ACCEPTABLE OPERATION. THESE REMEDIES ARE FOR RED HAT'S EDITORIAL PURPOSES AND IN NO WAY LIMIT RED HAT'S ABILITY TO TERMINATE THIS CONTRACT OR PURSUE ANY OTHER REMEDIES HEREUNDER IN THE EVENT THE PERFORMANCE STANDARDS SET FORTH HEREIN ARE NOT MET.” “4.6 Shipment; Payment of Invoices. NEKTAR shall send invoices to OPHTHOTECH for the REAGENT shipped to OPHTHOTECH no earlier than the date on which the REAGENT is placed aboard the carrier at the point of shipment from the place of manufacture or storage owned or controlled by NEKTAR. All shipments of REAGENT will be delivered to the address set forth in the applicable purchase order. All REAGENT supplied to OPHTHOTECH hereunder shall be delivered to OPHTHOTECH EX WORKS (INCOTERMS 2010) NEKTAR’s manufacturing or storage facility. OPHTHOTECH shall pay all shipping, customs, duties, taxes, freight and insurance charges associated with shipments of REAGENT. All invoices will be in DOLLARS, payable to NEKTAR, at the address provided above or such other address as NEKTAR may from time to time advise OPHTHOTECH. Payment will be due [**] days from receipt of invoice unless acceptance is delayed pursuant to Sections 6.2, 6.3 and 6.4, in which case they shall be due as provided thereunder. Amounts past due shall bear interest at the rate of [**] percent ([**]%) per month, compounded daily, or the maximum rate allowed under law, whichever is less.”

Fulfillment. 3.5.1 To the extent that any orders for the SELECTED REAGENT do not exceed [**] percent ([**]%) of OPHTHOTECH’s COMPANY'S initial forecast for a respective CALENDAR QUARTERgiven calendar quarter, and to the extent forecasts and purchase orders are submitted as provided hereunder, NEKTAR AL shall commence fulfilling fulfill these orders no later thanas follows: (a) each of COMPANY'S purchase orders will specify a date by which COMPANY desires that the ordered quantity of SELECTED REAGENT be shipped; upon NEKTAR AL'S written acceptance of such purchase order, the requested delivery or other delivery date as may be agreed by the PARTIES in writing will be deemed the "DELIVERY DATE" for such order. NEKTAR AL shall use commercially reasonable efforts to ship each such order by the DELIVERY DATE; provided, however, NEKTAR AL will not be obligated to accept a requested DELIVERY DATE for an order that is less than [*] months after the date such order is placed. For clarity it is acknowledged and agreed that NEKTAR AL shall not ship to COMPANY (unless otherwise agreed) quantities of SELECTED REAGENT to be delivered to COMPANY prior to the requested delivery date for such quantities specified in COMPANY'S corresponding purchase order. At the time of such delivery, NEKTAR AL shall provide COMPANY with a certificate of analysis or "COA" (as further specified in Section 5.1 below and a copy of which is attached to this AGREEMENT as Schedule II) for the supplied quantities of SELECTED REAGENT conforming to the SPECIFICATIONS. If NEKTAR AL cannot fulfill an order within [*] months after the date an order is placed; placed (or (b) any other mutually agreed upon delivery date. If NEKTAR determines that it cannot commence fulfilling an if the order has been accepted, by the applicable DELIVERY DATE), then NEKTAR AL shall promptly (but in no case later than five (5) business days after becoming aware of [**] months an event of the date an order is placed force majeure or any other agreed upon delivery dateevent that would render NEKTAR AL unable to fulfill an order that it is required to supply hereunder) so notify COMPANY in writing. 3.5.2 In the event that NEKTAR AL is unable to supply worldwide requirements of SELECTED REAGENT due to force majeure or otherwise, then NEKTAR will promptly notify OPHTHOTECH AL shall use commercially reasonable efforts to produce or procure as much SELECTED REAGENT as possible and shall allocate the quantities of SELECTED REAGENT that NEKTAR AL has in writing within [**] business days of such determination. To the extent that such order for REAGENT does not exceed [**] percent ([**]%) of OPHTHOTECH’s forecast for a respective CALENDAR QUARTERinventory, and that NEKTAR AL is able to the extent that such purchase order is submitted as provided hereunderproduce or procure, the provisions of Section 4.7 apply. Each shipment of REAGENT as of delivery shall have at least [**]% of its initial shelf-life so that, subject to NEKTAR AL'S obligations (which obligations were in existence as of the completion time the shortage arose) to THIRD PARTIES who have dedicated manufacturing facilities or reserved capacity for the manufacture of REAGENTS, COMPANY receives at least its proportional share of such supplies of SELECTED REAGENT as determined based on COMPANY'S reasonably projected requirements and the reasonably projected requirements from NEKTAR AL'S other customers. Subject to the foregoing, with respect to the supply of the SELECTED REAGENT hereunder, NEKTAR AL shall treat COMPANY no less favorably, from the standpoint of NEKTAR AL'S scheduling of its manufacture remaining.” “4.6 Shipment; Payment of Invoices. NEKTAR shall send invoices to OPHTHOTECH multi-use equipment and facilities for the manufacture of REAGENTS, than NEKTAR AL'S other customers. At any time during the TERM, COMPANY shall have the right to request NEKTAR AL to reserve a certain amount of capacity for the production of SELECTED REAGENT shipped for COMPANY. In such event, the PARTIES will in good faith negotiate a formal written amendment to OPHTHOTECH this AGREEMENT which would provide, among other things, that NEKTAR AL would reserve such capacity for COMPANY at COMPANY'S expense, but that NEKTAR AL would charge COMPANY for such reserved capacity no earlier more than the date on NEKTAR AL would charge its other customers to build or maintain reserved capacity, which the REAGENT is placed aboard the carrier at the point of shipment from the place of manufacture or storage owned or controlled by NEKTAR. All shipments of REAGENT will be delivered customers have similar requirements with respect to the address set forth in the applicable purchase order. All REAGENT supplied to OPHTHOTECH hereunder shall be delivered to OPHTHOTECH EX WORKS (INCOTERMS 2010) NEKTAR’s manufacturing or storage facility. OPHTHOTECH shall pay all shipping, customs, duties, taxes, freight and insurance charges associated with shipments of SELECTED REAGENT. All invoices will be in DOLLARS, payable to NEKTAR, at the address provided above or such other address as NEKTAR may from time to time advise OPHTHOTECH. Payment will be due [**] days from receipt of invoice unless acceptance is delayed pursuant to Sections 6.2, 6.3 and 6.4, in which case they shall be due as provided thereunder. Amounts past due shall bear interest at the rate of [**] percent ([**]%) per month, compounded daily, or if there are then no other customers for the maximum rate allowed SELECTED REAGENT, on commercially reasonable terms. Moreover, COMPANY would have the right to have an independent THIRD PARTY reasonably acceptable to NEKTAR AL, examine NEKTAR AL'S books and records (no more than once per year, on reasonable advance notice, during regular business hours and under law, whichever is lessconditions of confidentiality) to verify same.”