Common use of Manufacturing Rights Clause in Contracts

Manufacturing Rights. (a) If QED fails to supply Product ordered by ViewRay in accordance with the terms of this Agreement regarding the quantity or quality of Products supplied to ViewRay, then QED shall within fifteen (15) Business Days of said failure present ViewRay with a plan to remedy the problem and shall use Commercially Reasonable Efforts to execute such plan and remedy the problem or QED shall secure an alternative source of supply within a reasonable time at no additional cost to ViewRay. Any such alternative source of supply shall be on terms substantially identical with the terms of this Agreement. If QED is unable to provide a plan to remedy the problem or secure an alternative source of supply within [***] after its initial failure to supply, then QED shall consult with ViewRay and the parties shall work together to remedy the problem. If QED is unable to remedy the supply problem after [***] (or longer as agreed in writing by the parties), commencing with the date upon which such failure to supply began, then ViewRay may at its option, and upon notice to QED, manufacture the Products itself or through a third party in accordance with the provisions of Section 3.10(b). [***] 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. (b) If ViewRay notifies QED pursuant to Section 3.10(a), above, that ViewRay will manufacture the Products itself or through a third party, QED shall (i) deliver to ViewRay within thirty (30) days media embodying or disclosing all Program technology and Program proprietary or intellectual property rights necessary to enable ViewRay or its designee to manufacture Products conforming with the Specifications; and (ii) provide ViewRay or its designee, upon request, with reasonable assistance in establishing a back-up manufacturing line. ViewRay shall require any third party ViewRay designates to manufacture Products pursuant to this Section 3.10, to agree in writing to observe the terms of this Agreement relating to confidentiality and the manufacture of Products. Notwithstanding any provision of this Section 3.10 to the contrary, in no case shall QED be required to pay ViewRay in respect of any Products purchased by ViewRay from a third party operating a back-up manufacturing line established pursuant to this Section 3.10 or manufactured by ViewRay or its Affiliates pursuant to this Section 3.10.

Manufacturing Rights. (a) If QED if MSC fails to supply Product ordered by ViewRay in accordance with the terms of this Agreement regarding the quantity or quality of Products supplied to ViewRay, then QED MSC shall within fifteen ten (1510) Business Days of said failure present ViewRay with a plan to remedy the problem and shall use Commercially Reasonable Efforts to execute such plan and remedy the problem or QED MSC shall secure an alternative source of supply within a reasonable time at no additional cost to ViewRay. Any such alternative source of supply shall be on terms substantially identical with the terms of this Agreement. If QED MSC is unable to provide a plan to remedy the problem or secure an alternative source of supply within [***] after its initial failure to supply, then QED MSC shall consult with ViewRay and the parties shall work together to remedy the problem. If QED MSC is unable to remedy the supply problem after an [***] (or longer as agreed in writing by the parties), commencing with the date upon which such failure to supply began, then ViewRay may at its option, and upon notice to QEDMSC, manufacture the Products itself or through a third party in accordance with the provisions of Section 3.10(b). [***] 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. (b) If ViewRay notifies QED pursuant to Section 3.10(a), above, MSC that ViewRay will manufacture the Products itself or through a third party, QED MSC shall (i1) deliver to ViewRay within thirty (30) days media embodying or disclosing all Program technology and Program proprietary or intellectual property rights necessary to enable ViewRay or its designee to manufacture Products conforming with the Specifications; and (ii2) provide ViewRay or its designee, upon request, with reasonable assistance in establishing a back-up manufacturing line. ViewRay shall require any third party ViewRay designates to manufacture Products pursuant to this Section 3.10, to agree in writing to observe the terms of this Agreement relating to confidentiality and the manufacture of Products. Notwithstanding any provision of this Section 3.10 to the contrary, in no case shall QED MSC be required to pay ViewRay in respect of any Products purchased by ViewRay from a third party operating a back-up manufacturing line established pursuant to this Section 3.10 or manufactured by ViewRay or its Affiliates pursuant to this Section 3.10. (c) Within three (3) months following the date ViewRay accepts the final Deliverable pursuant to Section 2, MSC shall provide ViewRay, upon request, with assistance in qualifying a second source for the Products in the event that ViewRay should need to resort to this Section 3.10 upon a MSC supply failure. MSC shall deliver to ViewRay or the proposed second source manufacturers media embodying or disclosing all information necessary to enable ViewRay and such second source manufacturer to evaluate their ability to manufacture Products conforming with the Specifications; and MSC shall make itself available to respond to reasonable requests for information concerning the manufacturing requirements for the Products. [***] 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. All such disclosure to ViewRay shall be subject to Section 6 and all such disclosures to second source manufacturers shall be made to such second source manufacturers under a written confidentiality containing terms no less restrictive than Section 6. ViewRay shall pay MSC’s labor cost at the then current hourly rates plus reasonable travel and out of pocket expenses in providing such assistance.

Manufacturing Rights. (a) If QED fails to supply Product ordered by ViewRay in accordance with the terms of this Agreement regarding the quantity or quality of Products supplied to ViewRay, then QED shall within fifteen (15) Business Days [***] of said failure present ViewRay with a plan to remedy the problem and shall use Commercially Reasonable Efforts to execute such plan and remedy the problem or QED shall secure an alternative source of supply within a reasonable time at no additional cost to ViewRay. Any such alternative source of supply shall be on terms substantially identical with the terms of this Agreement. If QED is unable to provide a plan to remedy the problem or secure an alternative source of supply within [***] after its initial failure to supply, then QED shall consult with ViewRay and the parties shall work together to remedy the problem. If QED is unable to remedy the supply problem after [***] (or longer as agreed in writing by the parties), commencing with the date upon which such failure to supply began, then ViewRay may at its option, and upon notice to QED, manufacture the Products itself or through a third party in accordance with the provisions of Section 3.10(b). [***] 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. (b) If ViewRay notifies QED pursuant to Section 3.10(a), above, that ViewRay will manufacture the Products itself or through a third party, QED shall (i) deliver to ViewRay within thirty (30) days [***] media embodying or disclosing all Program technology and Program proprietary or intellectual property rights necessary to enable ViewRay or its designee to manufacture Products conforming with the Specifications; and (ii) provide ViewRay or its designee, upon request, with reasonable assistance in establishing a back-up manufacturing line. ViewRay shall require any third party ViewRay designates to manufacture Products pursuant to this Section 3.10, to agree in writing to observe the terms of this Agreement relating to confidentiality and the manufacture of Products. Notwithstanding any provision of this Section 3.10 to the contrary, in no case shall QED be required to pay ViewRay in respect of any Products purchased by ViewRay from a third party operating a back-up manufacturing line established pursuant to this Section 3.10 or manufactured by ViewRay or its Affiliates pursuant to this Section 3.10.

Manufacturing Rights. (a) If QED Tesla fails to supply Product ordered by ViewRay in accordance with the Section 3.3, in accordance with the terms of this Agreement regarding the quantity or quality of Products supplied to ViewRay, then QED shall within fifteen (15) Business Days of said failure present ViewRay with a plan to remedy the problem and Tesla shall use Commercially Reasonable Efforts to execute such plan and remedy the problem or QED shall secure an alternative source of supply within a reasonable time [***] at no additional cost to ViewRay. Any , and any such alternative source of supply shall be on terms substantially identical with the terms of this Agreement. If QED Tesla is unable to provide a plan to remedy the problem or secure an alternative source of supply within [***] after its initial failure to supply, then QED Tesla shall consult with ViewRay and the parties shall work together to remedy the problem. If QED Tesla is unable to remedy the supply problem after [***] (or longer as agreed in writing by the parties), commencing with the date upon which such failure to supply began, then ViewRay may at its option, and upon notice to QEDTesla, manufacture the Products itself or through a third party in accordance with the provisions of Section 3.10(b). [***] 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. (b) If ViewRay notifies QED pursuant to Section 3.10(a), above, Tesla that ViewRay will manufacture the Products itself or through a third party, QED shall then: (i) deliver to ViewRay within thirty (30) days media embodying or disclosing all Program technology and Program proprietary or intellectual property rights shall [***] necessary to enable ViewRay or its designee to manufacture Products conforming with that conform to the Specifications; and (ii) Tesla shall (1) cooperate with ViewRay to cause the release of the Deposit Materials (as defined in Section 3.10(c)); and (2) provide ViewRay or its designee, upon request, with reasonable assistance in establishing a back-up manufacturing line, having reference to Tesla’s then existing resources. ViewRay shall [***]. ViewRay shall require any third party ViewRay designates to manufacture Products pursuant to this Section 3.10, to agree in writing to observe the terms of this Agreement relating to confidentiality and the manufacture of Products. Notwithstanding It is understood and agreed that ViewRay’s access to Deposit Materials pursuant to this Section 3.10(b) is conditional upon [***] (and [***] necessary to manufacture Products that conform to the Specifications) as provided in Section 3.10(c). (c) On the Effective Date or as soon as is reasonably practicable thereafter, the parties shall enter into a escrow agreement (the “Escrow Agreement”) with [***] (the “Escrow Agent”) containing terms acceptable to the parties and the Escrow Agent. The Escrow Agreement shall provide, among other provisions, that Tesla shall deposit within [***] following the date that the design for the Products is completed (estimated to be within six months after the Effective Date) and maintain in escrow information necessary to enable ViewRay or its designee to manufacture Products conforming with the Specifications (and any provision enhancements, modifications, upgrades, corrections, and components to the Product developed during the term of this Agreement), including any drawings, manufacturing instructions, testing equipment vendors (and detailed modification notes for any modifications made to such testing equipment for purposes of testing the Products) equipment settings, supply chain information, costed bills of materials, testing procedures, or other information as well as any manuals, programmers notes, and other materials needed to access and use such materials (collectively, the “Deposit Materials”). The escrow described in this Section 3.10 3.10(c) will be created and maintained [***]. The Deposit Materials [***] 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 contraryomitted portions. (ii) Tesla makes a general assignment for the benefit of its creditors or a receiver or administrative receiver is appointed over any of Tesla’s assets, or an order is made or any petition is presented (other than a petition which is discharged within 60 days of its presentation and before it is advertised) by Tesla, any creditor or otherwise, for the winding up, dissolution, liquidation or reconstruction of Tesla or for the making of an administration order in no relation to Tesla or the freezing or other attachment of Tesla’s assets, or any resolution is passed for the voluntary winding up of Tesla; or any proceeding or step analogous to any of the foregoing events or circumstances described in this Section 3.10(c)(ii) is taken in any jurisdiction, and then upon the occurrence of such event or circumstances, save in the case of the presentation of a petition when the Deposit Materials shall QED be required released to pay ViewRay upon the day on which the [***] period following such presentation has elapsed without discharge PROVIDED THAT ViewRay shall not seek release of the Deposit Materials from the Escrow Agent pursuant to this Section 3.10(c)(ii) in respect the event and for so long as Tesla or any liquidator, administrator, receiver or administrative receiver or trustee in control of any Products purchased Tesla’s assets continues to perform (or cause Tesla to perform) Tesla’s obligations under this Agreement. A copy of the Escrow Agreement is attached as Attachment 3. (d) Upon release of the Deposit Materials in accordance with the Escrow Agreement, Tesla hereby grants ViewRay a limited, non-exclusive, license to use, reproduce, and modify the Deposit Materials as necessary to manufacture (or have manufactured on its behalf by a third party) the Products. The Deposit Materials will be treated as Confidential Information of Tesla and ViewRay will restrict disclosure of the Deposit Materials to those of its employees to whom it is necessary to disclose such Confidential Information in connection with the performance of their duties hereunder. Receipt by ViewRay from a third party operating a back-up manufacturing line established of the Deposit Materials pursuant to this Section 3.10 does not convey title or manufactured by ViewRay or its Affiliates pursuant ownership of the Deposit Materials, which shall remain with Tesla and all Deposit Materials will continue to this Section 3.10be treated as Tesla Confidential Information following the release thereof.

Manufacturing Rights. (a) If QED if MSC fails to supply Product ordered by ViewRay in accordance with the terms of this Agreement regarding the quantity or quality of Products supplied to ViewRay, then QED MSC shall within fifteen ten (1510) Business Days of said failure present ViewRay with a plan to remedy the problem and shall use Commercially Reasonable Efforts to execute such plan and remedy the problem or QED MSC shall secure an alternative source of supply within a reasonable time at no additional cost to ViewRay. Any such alternative source of supply shall be on terms substantially identical with the terms of this Agreement. If QED MSC is unable to provide a plan to remedy the problem or secure an alternative source of supply within [***] after its initial failure to supply, then QED MSC shall consult with ViewRay and the parties shall work together to remedy the problem. If QED MSC is unable to remedy the supply problem after an [***] (or longer as agreed in writing by the parties), commencing with the date upon which such failure to supply began, then ViewRay may at its option, and upon notice to QEDMSC, manufacture the Products itself or through a third party in accordance with the provisions of Section 3.10(b). [***] 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. (b) If ViewRay notifies QED pursuant to Section 3.10(a), above, MSC that ViewRay will manufacture the Products itself or through a third party, QED MSC shall (i1) deliver to ViewRay within thirty (30) days media embodying or disclosing all Program technology and Program proprietary or intellectual property rights necessary to enable ViewRay or its designee to manufacture Products conforming with the Specifications; and (ii2) provide ViewRay or its designee, upon request, with reasonable assistance in establishing a back-up manufacturing line. ViewRay shall require any third party ViewRay designates to manufacture Products pursuant to this Section 3.10, to agree in writing to observe the terms of this Agreement relating to confidentiality and the manufacture of Products. Notwithstanding any provision of this Section 3.10 to the contrary, in no case shall QED MSC be required to pay ViewRay in respect of any Products purchased by ViewRay from a third party operating a back-up manufacturing line established pursuant to this Section 3.10 or manufactured by ViewRay or its Affiliates pursuant to this Section 3.10. (c) Within three (3) months following the date ViewRay accepts the final Deliverable pursuant to Section 2, MSC shall provide ViewRay, upon request, with assistance in qualifying a second source for the Products in the event that ViewRay should need to resort to this Section 3.10 upon a MSC supply failure. MSC shall deliver to ViewRay or the proposed second source manufacturers media embodying or disclosing all information necessary to enable ViewRay and such second source manufacturer to evaluate their ability to manufacture Products conforming with the Specifications; and MSC shall make itself available to respond to [***] 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. reasonable requests for information concerning the manufacturing requirements for the Products. All such disclosure to ViewRay shall be subject to Section 6 and all such disclosures to second source manufacturers shall be made to such second source manufacturers under a written confidentiality containing terms no less restrictive than Section 6. ViewRay shall [***] in providing such assistance.

Manufacturing Rights. (a) If QED fails to supply Product ordered by ViewRay in accordance with the terms of this Agreement regarding the quantity or quality of Products supplied to ViewRay, then QED shall within fifteen (15) Business Days of said failure present ViewRay with a plan to remedy the problem and shall use Commercially Reasonable Efforts to execute such plan and remedy the problem or QED shall secure an alternative source of supply within a reasonable time at no additional cost to ViewRay. Any such alternative source of supply shall be on terms substantially identical with the terms of this Agreement. If QED is unable to provide a plan to remedy the problem or secure an alternative source of supply within [***] after its initial failure to supply, then QED shall consult with ViewRay and the parties shall work together to remedy the problem. If QED is unable to remedy the supply problem after [***] (or longer as agreed in writing by the parties), commencing with the date upon which such failure to supply began, then ViewRay may at its option, and upon notice to QED, manufacture the Products itself or through a third party in accordance with the provisions of Section 3.10(b). [***] 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. (b) If ViewRay notifies QED pursuant to Section 3.10(a), above, that ViewRay will manufacture the Products itself or through a third party, QED shall (i) deliver to ViewRay within thirty (30) days media embodying or disclosing all Program technology and Program proprietary or intellectual property rights necessary to enable ViewRay or its designee to manufacture [***] 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. Products conforming with the Specifications; and (ii) provide ViewRay or its designee, upon request, with reasonable assistance in establishing a back-up manufacturing line. ViewRay shall require any third party ViewRay designates to manufacture Products pursuant to this Section 3.10, to agree in writing to observe the terms of this Agreement relating to confidentiality and the manufacture of Products. Notwithstanding any provision of this Section 3.10 to the contrary, in no case shall QED be required to pay ViewRay in respect of any Products purchased by ViewRay from a third party operating a back-up manufacturing line established pursuant to this Section 3.10 or manufactured by ViewRay or its Affiliates pursuant to this Section 3.10.

Manufacturing Rights. (a) If QED if MSC fails to supply Product ordered by ViewRay in accordance with the terms of this Agreement regarding the quantity or quality of Products supplied to ViewRay, then QED MSC shall within fifteen (15) Business Days [***] of said failure present ViewRay with a plan to remedy the problem and shall use Commercially Reasonable Efforts to execute such plan and remedy the problem or QED MSC shall secure an alternative source of supply within a reasonable time at no additional cost to ViewRay. Any such alternative source of supply shall be on terms [***] 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. substantially identical with the terms of this Agreement. If QED MSC is unable to provide a plan to remedy the problem or secure an alternative source of supply within [***] after its initial failure to supply, then QED MSC shall consult with ViewRay and the parties shall work together to remedy the problem. If QED MSC is unable to remedy the supply problem after an [***] (or longer as agreed in writing by the parties), commencing with the date upon which such failure to supply began, then ViewRay may at its option, and upon notice to QEDMSC, manufacture the Products itself or through a third party in accordance with the provisions of Section 3.10(b). [***] 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. (b) If ViewRay notifies QED pursuant to Section 3.10(a), above, MSC that ViewRay will manufacture the Products itself or through a third party, QED MSC shall (i1) deliver to ViewRay within thirty (30) days [***] media embodying or disclosing all Program technology and Program proprietary or intellectual property rights necessary to enable ViewRay or its designee to manufacture Products conforming with the Specifications; and (ii2) provide ViewRay or its designee, upon request, with reasonable assistance in establishing a back-up manufacturing line. ViewRay shall require any third party ViewRay designates to manufacture Products pursuant to this Section 3.10, to agree in writing to observe the terms of this Agreement relating to confidentiality and the manufacture of Products. Notwithstanding any provision of this Section 3.10 to the contrary, in no case shall QED MSC be required to pay ViewRay in respect of any Products purchased by ViewRay from a third party operating a back-up manufacturing line established pursuant to this Section 3.10 or manufactured by ViewRay or its Affiliates pursuant to this Section 3.10. (c) Within [***] following the date ViewRay accepts the final Deliverable pursuant to Section 2, MSC shall provide ViewRay, upon request, with assistance in qualifying a second source for the Products in the event that ViewRay should need to resort to this Section 3.10 upon a MSC supply failure. MSC shall deliver to ViewRay or the proposed second source manufacturers media embodying or disclosing all information necessary to enable ViewRay and such second source manufacturer to evaluate their ability to manufacture Products conforming with the Specifications; and MSC shall make itself available to respond to reasonable requests for information concerning the manufacturing requirements for the Products. All such disclosure to ViewRay shall be subject to Section 6 and all such disclosures to second source manufacturers shall be made to such second source manufacturers under a written confidentiality containing terms no less restrictive than Section 6. ViewRay shall [***] in providing such assistance.