Common use of ORDERING AND DELIVERY Clause in Contracts

ORDERING AND DELIVERY. 2.1 Buyer shall be eligible to place Orders, Blanket Orders, or Releases for the Hardware and/or Services, for delivery or performance in the Territory, with the benefits of and subject to the terms and conditions contained in this Agreement. An Order, Blanket Order or Release submitted pursuant to the terms and conditions of this Agreement, and which Nortel has accepted within five (5) days of receipt of such Order, Blanket Order or Release, shall constitute a contract between Nortel and Purchaser, failing such acceptance, any such Order, Blanket Order or Release shall be deemed to be void. Purchaser may use the Hardware itself in the Territory or use the Hardware to provide services to others in the Territory. Purchaser acknowledges and agrees that in no circumstances shall this Agreement restrict Nortel from selling, leasing or otherwise transferring Hardware, excluding Purchaser Specifications, or hardware incorporating purchaser designs/intellectual property, to any other Person. [***] Should the terms of any Order, Blanket Order or Release conflict with the terms of this Agreement, the terms of this Agreement shall govern unless the parties expressly agree in writing to the contrary. Notwithstanding that an Order, Blanket Order or Release does not refer to this Agreement, any Order, Blanket Order or Release issued by Purchaser during the Term shall be deemed to have been issued pursuant to this Agreement unless the Parties expressly agree to the contrary. 2.2 Purchaser shall issue an Order to Nortel on the third Working Day of each week in respect of the subsequent thirteen (13) week period. An Order shall set forth a description of the following: (a) Hardware and quantity; (b) price (in accordance with the current Price Schedule); (c) Delivery Location; (d) the location where the invoice shall be rendered for payment; (e) method of shipment; (f) quantity; and (g) Delivery Date and/or Shipping Date. An Order or a Release shall not be issued for less than the Minimum Order Amount or for more than the Maximum Order Amount unless the Parties expressly agree to a larger or smaller amount. All shipping documents shall reference the number of the Order issued for the Hardware contained in the shipment. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment requested has been requested with respect to the omitted portions. 2.3 Purchaser agrees to issue Orders for a minimum of one thousand wafers over the first twelve months of the Term, according to the release schedule as set out in Appendix C 2.4 Within five (5) Working Days of Nortel's receipt of an Order or a Release, Nortel shall either confirm the Shipping Date or propose an alternate Shipping Date. If Nortel fails to do so, Nortel shall be deemed to have agreed to the Shipping Date set forth by Purchaser. If Nortel proposes an alternate Shipping Date, then Purchaser shall within five (5) Working Days of its receipt of notice of such alternate Shipping Date notify Nortel that either such alternate Shipping Date is acceptable or such Order or Release is cancelled. If Purchaser fails to give such notice, it shall be deemed to have agreed to the alternate Shipping Date. 2.5 Purchaser may, without charge, postpone the Shipping Date at any time prior to the commencement of the Rescheduling Period, for a period of up to ninety (90) days. If Purchaser cancels an Order or a Release prior to the commencement of the Cancellation Period, there shall be no charge to Purchaser. If Purchaser cancels an Order or a Release during the Cancellation Period, Purchaser shall reimburse Nortel for the actual costs Nortel has incurred in connection with the manufacture of such. 2.6 Purchaser may, at any time, request additions, alterations, deductions or deviations to an Order subject to the condition that such changes and any adjustments resulting from such changes including, but not limited to, schedules and prices, shall be mutually agreed upon and, if so agreed, subsequently detailed in a written revision to the applicable Order (a "Change Order"). Purchaser acknowledges that a premium charge may be applied by Nortel should Nortel agree to process a Change Order outside of its standard Order processing cycle for a Hardware or in the event that a Change Order requires an additional amount of work (such as engineering) to be undertaken to comply with such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall follow, unless otherwise mutually agreed, to add new Hardware to Appendix A is described in Appendix E. 2.8 In the event that Nortel decides to cease production of the Hardware for any reason, including but not limited to discontinuance of its wafer manufacturing business or significant changes to its wafer manufacturing process, Nortel will provide Purchaser with a written end-of-life notice six (6) months prior to such end of production. Upon receipt of such notice, Purchaser shall submit last time purchase orders to Nortel no later than either (a) three (3) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that will exceed one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice or (b) no later than six (6) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that are less than one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice. The maximum quantity of a last time purchase may not exceed three hundred percent (300%) of the quantity purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice and Purchaser must take delivery of the full order with fifteen (15) months of the notice, unless rescheduled by Nortel in its sole discretion. Last time purchase orders shall be subject to the terms and conditions of this Agreement.

ORDERING AND DELIVERY. 2.1 Buyer 4.1 TRW shall only be eligible obligated to place Ordersissue orders during the Term for the contract quantities referenced in Appendix A . In the event that TRW provides Seller with a forecast or estimate of the quantity that may be ordered, Blanket OrdersSeller acknowledges that TRW shall not be obligated to submit an Order for any portion of such forecast other than as defined by the demand pull requirements, or Releases as may be required by Appendix A. 4.2 TRW will price orders in accordance with the schedule in Appendix A. Appendix A is valid for the Hardware and/or Services, for delivery Term unless modified by mutual agreement. 4.3 TRW may elect to order Products in accordance with a demand-pull system as agreed by TRW. 4.4 Seller shall accept any Order issued consistent with any forecast provided by TRW (on behalf of NTI or performance Affliates) provided such Order is in the Territory, accordance with the benefits of and subject to the terms and conditions contained in this Agreement. An Order, Blanket Order or Release submitted pursuant to the terms and conditions of this Agreement, and which Nortel has accepted within five (5) days of receipt of such Order, Blanket Order or Release, shall constitute a contract between Nortel and Purchaser, failing such acceptance, any such Order, Blanket Order or Release shall be deemed to be void. Purchaser may use the Hardware itself in the Territory or use the Hardware to provide services to others in the Territory. Purchaser acknowledges and agrees that in no circumstances shall this Agreement restrict Nortel from selling, leasing or otherwise transferring Hardware, excluding Purchaser Specifications, or hardware incorporating purchaser designs/intellectual property, to any other Person. [***] Should the terms of any Order, Blanket Order or Release conflict with the terms of this Agreement, the terms of this This Agreement shall govern unless continue to apply to an Order issued during the parties expressly agree in writing to the contraryTerm until all obligations herein are performed. Notwithstanding that an Order, Blanket Order or Release does not refer to this Agreement, any Order, Blanket Order or Release issued by Purchaser TRW for the Products referenced in Appendix A during the Term shall be deemed to have been issued pursuant to this Agreement unless the Parties parties expressly agree to the contrary. 2.2 Purchaser shall issue an Order to Nortel on the third Working Day of each week in respect of the subsequent thirteen (13) week period. 4.5 An Order shall set forth a description of the following: (a) Hardware and quantity; Product, (b) price (in accordance with the current Price Schedule); price, (c) Delivery Location; , (d) the location where the invoice shall be rendered for payment; , (e) method of shipment; , (f) quantity; quantity and (g) Delivery Date and/or Shipping Date. The quantity and delivery date will be in accordance with the forecast. An Order or a Release shall not be issued for less than the Minimum Order Amount or for more than the Maximum Order Amount unless the Parties parties expressly agree to a larger or smaller lower amount. All shipping documents shall reference the number of the Order issued for the Hardware contained in the shipment. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment requested has been requested with respect to the omitted portions. 2.3 Purchaser agrees to issue Orders for a minimum of one thousand wafers over the first twelve months of the Term, according to the release schedule as set out in Appendix C 2.4 Within five 4.6 Seller shall have three (53) Working Days of Nortel's business days following receipt of an Order or a Release to acknowledge to TRW Seller's receipt of the Order or Release, Nortel . The acknowledgment shall either confirm the Shipping Delivery Date or propose an alternate Shipping Delivery Date. If Nortel fails to do so, Nortel shall be deemed to have agreed to the Shipping Date set forth by Purchaser. If Nortel proposes Seller recommends an alternate Shipping Delivery Date, then Purchaser TRW shall within five ten (510) Working Days days of its receipt of notice of such the alternate Shipping Delivery Date notify Nortel Seller that either such the alternate Shipping Delivery Date is acceptable or such that the Order or Release is cancelledcanceled. 4.7 An Order or a Release shall be delivered complete unless notified in writing 3 days prior to shipment. If Purchaser Seller will attempt to ship every order complete . In the event that Seller fails to give such noticedeliver a Product by the Delivery Date, TRW may, in addition to any other right available to it shall be deemed to have agreed to under this agreement and the alternate Shipping Date. 2.5 Purchaser maylaw, cancel, without charge, postpone the Shipping Date Order or applicable portion thereof. 4.8 Upon providing Seller at any time least thirty (30) days notice prior to the commencement end of the Rescheduling Term, TRW shall have the right to extend the Term for the Option Period, for a period of up in which event TRW and Seller shall have the rights and obligations in this Agreement during the Option Period, including, TRW's right to ninety (90) days. If Purchaser cancels purchase at the prices set forth in Appendix A. 4.9 TRW may use Electronic Data Interchange "EDI" to issue an Order or a Release prior to the commencement of the Cancellation Period, there shall be no charge to Purchaser. If Purchaser cancels an Order or a Release during the Cancellation Period, Purchaser shall reimburse Nortel for the actual costs Nortel has incurred in connection as agreed by TRW with the manufacture of suchSeller. 2.6 Purchaser may, at 4.10 All preprinted terms and conditions contained in any time, request additions, alterations, deductions or deviations to an Order subject to the condition that such changes and any adjustments resulting from such changes including, but not limited to, schedules and prices, shall be mutually agreed upon and, if so agreed, subsequently detailed in a written revision to the applicable Order (a "Change Order"). Purchaser acknowledges that a premium charge may be applied are superseded by Nortel should Nortel agree to process a Change Order outside of its standard Order processing cycle for a Hardware or in the event that a Change Order requires an additional amount of work (such as engineering) to be undertaken to comply with such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall follow, unless otherwise mutually agreed, to add new Hardware to Appendix A is described in Appendix E. 2.8 In the event that Nortel decides to cease production of the Hardware for any reason, including but not limited to discontinuance of its wafer manufacturing business or significant changes to its wafer manufacturing process, Nortel will provide Purchaser with a written end-of-life notice six (6) months prior to such end of production. Upon receipt of such notice, Purchaser shall submit last time purchase orders to Nortel no later than either (a) three (3) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that will exceed one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice or (b) no later than six (6) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that are less than one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice. The maximum quantity of a last time purchase may not exceed three hundred percent (300%) of the quantity purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice and Purchaser must take delivery of the full order with fifteen (15) months of the notice, unless rescheduled by Nortel in its sole discretion. Last time purchase orders shall be subject to the terms and conditions of this Agreement.

ORDERING AND DELIVERY. 2.1 Buyer 7.1 Jomed purchase orders for Vista Products shall include all information reasonably required by Vista and shall be eligible in a form that is approved by Vista and reasonably acceptable to place Orders, Blanket Orders, or Releases for the Hardware and/or Services, for delivery or performance Jomed. Jomed's orders shall be given no less favorable treatment than orders from other Vista customers. Vista will deliver in the Territory, time and in the manner directed in any purchase order accepted by Vista. 7.2 All purchase orders from Jomed shall be subject to acceptance by Vista in accordance with the benefits of and subject to the terms and conditions contained in this Agreement. An Order, Blanket Order or Release submitted pursuant to the terms and conditions of this Agreement, and which Nortel has Agreement Such acceptance may not be unreasonably withheld. Orders not rejected by written notice to Jomed within ten (10) business days after receipt by Vista shall be considered accepted within five (5) days of receipt of such Order, Blanket Order or Release, by Vista. Each purchase order accepted by Vista shall constitute a contract between Nortel Vista and Purchaser, failing such acceptance, any such Order, Blanket Order or Release shall be deemed to be void. Purchaser may use the Hardware itself in the Territory or use the Hardware to provide services to others in the Territory. Purchaser acknowledges and agrees that in no circumstances shall this Agreement restrict Nortel from selling, leasing or otherwise transferring Hardware, excluding Purchaser Specifications, or hardware incorporating purchaser designs/intellectual property, to any other Person. [***] Should the terms of any Order, Blanket Order or Release conflict with the terms of this Agreement, the terms of this Agreement shall govern unless the parties expressly agree in writing to the contrary. Notwithstanding that an Order, Blanket Order or Release does not refer to this Agreement, any Order, Blanket Order or Release issued by Purchaser during the Term shall be deemed to have been issued pursuant to this Agreement unless the Parties expressly agree to the contrary. 2.2 Purchaser shall issue an Order to Nortel on the third Working Day of each week in respect of the subsequent thirteen (13) week period. An Order shall set forth a description of the following: (a) Hardware and quantity; (b) price (in accordance with the current Price Schedule); (c) Delivery Location; (d) the location where the invoice shall be rendered for payment; (e) method of shipment; (f) quantity; and (g) Delivery Date and/or Shipping Date. An Order or a Release shall not be issued for less than the Minimum Order Amount or for more than the Maximum Order Amount unless the Parties expressly agree to a larger or smaller amount. All shipping documents shall reference the number of the Order issued Jomed for the Hardware contained in the shipment. [***] Certain information on this page has been omitted sales of Vista Products ordered and filed separately with the Commission. Confidential treatment requested has been requested with respect to the omitted portions. 2.3 Purchaser agrees to issue Orders for a minimum of one thousand wafers over the first twelve months of the Term, according to the release schedule as set out in Appendix C 2.4 Within five (5) Working Days of Nortel's receipt of an Order or a Release, Nortel shall either confirm the Shipping Date or propose an alternate Shipping Date. If Nortel fails to do so, Nortel shall be deemed to have agreed to the Shipping Date set forth by Purchaser. If Nortel proposes an alternate Shipping Date, then Purchaser shall within five (5) Working Days of its receipt of notice of such alternate Shipping Date notify Nortel that either such alternate Shipping Date is acceptable or such Order or Release is cancelled. If Purchaser fails to give such notice, it shall be deemed to have agreed to the alternate Shipping Date. 2.5 Purchaser may, without charge, postpone the Shipping Date at any time prior to the commencement of the Rescheduling Period, for a period of up to ninety (90) days. If Purchaser cancels an Order or a Release prior to the commencement of the Cancellation Period, there shall be no charge to Purchaser. If Purchaser cancels an Order or a Release during the Cancellation Period, Purchaser shall reimburse Nortel for the actual costs Nortel has incurred in connection with the manufacture of such. 2.6 Purchaser may, at any time, request additions, alterations, deductions or deviations to an Order subject to the condition that such changes and any adjustments resulting from such changes including, but not limited to, schedules and prices, shall be mutually agreed upon and, if so agreed, subsequently detailed in a written revision to the applicable Order (a "Change Order"). Purchaser acknowledges that a premium charge may be applied by Nortel should Nortel agree to process a Change Order outside of its standard Order processing cycle for a Hardware or in the event that a Change Order requires an additional amount of work (such as engineering) to be undertaken to comply with such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall follow, unless otherwise mutually agreed, to add new Hardware to Appendix A is described in Appendix E. 2.8 In the event that Nortel decides to cease production of the Hardware for any reason, including but not limited to discontinuance of its wafer manufacturing business or significant changes to its wafer manufacturing process, Nortel will provide Purchaser with a written end-of-life notice six (6) months prior to such end of production. Upon receipt of such notice, Purchaser shall submit last time purchase orders to Nortel no later than either (a) three (3) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that will exceed one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice or (b) no later than six (6) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that are less than one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice. The maximum quantity of a last time purchase may not exceed three hundred percent (300%) of the quantity purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice and Purchaser must take delivery of the full order with fifteen (15) months of the notice, unless rescheduled by Nortel in its sole discretion. Last time purchase orders shall be subject to the terms and conditions of the purchase order and of this Agreement. The terms and conditions of this Agreement shall govern and supersede any additional or contrary terms set forth in Jomed's purchase order or in any Vista or Jomed acceptance, confirmation, invoice or other document unless duly signed by an officer of each party and expressly identifying and stating agreement with the specific additional or contrary term or condition. 7.3 On or before October 31, 2000, Jomed shall provide Vista with a twelve month rolling forecast indicating by month the number and type of Vista Products anticipated to be sold by Jomed or purchased by Jomed for demonstration use or inventory. The forecast shall be updated quarterly by the first day of each calendar quarter. Jomed may modify the forecast upon reasonable advance notice. Vista shall not be required to deliver quantities of Vista Products in excess of 125% of Jomed's forecasted requirements unless Vista has been given at least four (4) months advance written notice of the quantities of Vista Products that exceed the forecast, provided, however, that Vista shall use all commercially reasonable efforts to supply such excess without such advance notice. Vista will apply commercially reasonable judgement to the level of inventory held to support Jomed's sales forecast, which shall be considered by Jomed and Vista as a guide only, until a firm purchase order is issued by Jomed and accepted by Vista. 7.4 No accepted purchase order shall be modified or canceled except upon the mutual agreement of the parties. Mutually agreed change orders shall be subject to the terms of this Agreement. Notwithstanding the foregoing, any purchase order may be canceled by Jomed as to any Vista Products that are not delivered within 60 days of the delivery date ("Cancellation Date") requested in the purchase order, and any cancellation shall not limit or affect any contract remedies available to Jomed with respect thereto. Any cancellation by Jomed shall be by written notice to Vista received within three (3) business days after the Cancellation Date. 7.5 In the event Vista has a shortage of supply, Vista shall ship its products in the order in which purchase orders are received. 7.6 All deliveries of Vista Products shall be FOB at Vista's facility located at Westborough, MA, or such other location within the United States which Vista shall designate. Vista shall have no further responsibility for Vista Products, and all risk of damage or loss or delay of Vista Products shall pass to Jomed upon their delivery at the aforesaid FOB point. All Vista products shall be delivered by a common carrier selected by Jomed, and, in the event Jomed has not selected a common carrier fifteen (15) business days prior to the shipment date, Vista shall ship by a common carrier reasonably selected by Vista. 7.7 Vista shall be responsible for all packaging of Vista Products purchased pursuant to this Agreement in accordance with specifications which are reasonably satisfactory to both parties.

ORDERING AND DELIVERY. 2.1 Buyer 3.1 NeuroBo shall submit to Dong-A an order for the Licensed Products and/or their matching placebo no later than [***] days prior to the requested delivery date thereof. For each order, NeuroBo shall be eligible obligated to place Ordersorder the Licensed Products and/or their matching placebo in [***] tablets. NeuroBo acknowledges and agrees that certain quantity of the Licensed Products and/or their matching placebo from each batch ordered shall be retained by Dong-A for use in the stability tests and as retention samples, Blanket Ordersand NeuroBo shall order the Licensed Products and/or their matching placebo in consideration of such quantity to be retained by Dong-A. Each order shall specify at least (i) the quantity of the Licensed Products and/or their matching placebo, or Releases (ii) the specifications of the Licensed Products and/or their matching placebo, including the specifics of packaging, (iii) the expected delivery date for the Hardware API, (iv) the requested delivery date for the Licensed Products and/or Servicestheir matching placebo, (v) the shipment terms for delivery or performance in the TerritoryLicensed Products and/or their matching placebo and (vi) the supply price for the Licensed Products and/or their matching placebo. Upon receipt of the order from NeuroBo, with Dong-A shall promptly acknowledge the benefits of and subject to the terms and conditions contained in this Agreement. An Order, Blanket Order or Release submitted pursuant to the terms and conditions of this Agreement, and which Nortel has accepted within five (5) days of receipt of such Orderorder. No order shall be binding upon the Parties until agreed in writing by Dong-A and NeuroBo; provided, Blanket Order however, that such agreement shall not be unreasonably withheld or Releasedelayed. Upon such agreement, shall constitute a contract between Nortel and Purchaser, failing such acceptance, any such Order, Blanket Order or Release the order shall be deemed to be voidthe “Firm Order” which shall be binding and may only be revised by agreement of the Parties in writing. Purchaser may use Dong-A shall deliver the Hardware itself Licensed Products and/or their matching placebo to NeuroBo in accordance with the Territory or use Firm Order on the Hardware to provide services to others in the Territory. Purchaser acknowledges and agrees that in no circumstances shall this Agreement restrict Nortel from selling, leasing or otherwise transferring Hardware, excluding Purchaser Specifications, or hardware incorporating purchaser designs/intellectual property, to any other Person. shipment terms of [***] Should manufacturing facility of Dong-A (ICC Incoterms 2010), including the terms of any Order, Blanket Order or Release conflict with the terms of this Agreement, the terms of this Agreement shall govern unless the parties expressly agree in writing to the contrary. Notwithstanding that an Order, Blanket Order or Release does not refer to this Agreement, any Order, Blanket Order or Release issued by Purchaser during the Term shall be deemed to have been issued pursuant to this Agreement unless the Parties expressly agree to the contrary. 2.2 Purchaser shall issue an Order to Nortel on the third Working Day of each week in respect of the subsequent thirteen (13) week period. An Order shall delivery date and place set forth a description therein, within the later of the following: (ai) Hardware and quantity; (b) price (in accordance with the current Price Schedule); (c) Delivery Location; (d) the location where the invoice shall be rendered for payment; (e) method of shipment; (f) quantity; and (g) Delivery Date and/or Shipping Date. An Order or a Release shall not be issued for less than the Minimum Order Amount or for more than the Maximum Order Amount unless the Parties expressly agree to a larger or smaller amount. All shipping documents shall reference the number of the Order issued for the Hardware contained in the shipment. [***] Certain information on this page has been omitted and filed separately with days after the Commission. Confidential treatment requested has been requested with respect to the omitted portions. 2.3 Purchaser agrees to issue Orders for a minimum of one thousand wafers over the first twelve months date of the Term, according to Firm Order and (ii) [***] days after the release schedule as set out in Appendix C 2.4 Within five (5) Working Days date of Nortel's receipt of an Order or a Release, Nortel shall either confirm the Shipping Date or propose an alternate Shipping Date. If Nortel fails to do so, Nortel shall be deemed to have agreed to the Shipping Date set forth acceptance by Purchaser. If Nortel proposes an alternate Shipping Date, then Purchaser shall within five (5) Working Days of its receipt of notice of such alternate Shipping Date notify Nortel that either such alternate Shipping Date is acceptable or such Order or Release is cancelled. If Purchaser fails to give such notice, it shall be deemed to have agreed to the alternate Shipping Date. 2.5 Purchaser may, without charge, postpone the Shipping Date at any time prior to the commencement Dong-A of the Rescheduling Period, for a period of up to ninety (90) days. If Purchaser cancels an Order or a Release prior to the commencement of the Cancellation Period, there shall be no charge to Purchaser. If Purchaser cancels an Order or a Release during the Cancellation Period, Purchaser shall reimburse Nortel for the actual costs Nortel has incurred in connection with the manufacture of suchAPI. 2.6 Purchaser may, at any time, request additions, alterations, deductions or deviations to an Order subject to the condition that such changes and any adjustments resulting from such changes including, but not limited to, schedules and prices, shall be mutually agreed upon and, if so agreed, subsequently detailed in a written revision to the applicable Order (a "Change Order"). Purchaser acknowledges that a premium charge may be applied by Nortel should Nortel agree to process a Change Order outside of its standard Order processing cycle for a Hardware or in the event that a Change Order requires an additional amount of work (such as engineering) to be undertaken to comply with such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall follow, unless otherwise mutually agreed, to add new Hardware to Appendix A is described in Appendix E. 2.8 In the event that Nortel decides to cease production of the Hardware for any reason, including but not limited to discontinuance of its wafer manufacturing business or significant changes to its wafer manufacturing process, Nortel will provide Purchaser with a written end-of-life notice six (6) months prior to such end of production. Upon receipt of such notice, Purchaser shall submit last time purchase orders to Nortel no later than either (a) three (3) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that will exceed one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice or (b) no later than six (6) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that are less than one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice. The maximum quantity of a last time purchase may not exceed three hundred percent (300%) of the quantity purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice and Purchaser must take delivery of the full order with fifteen (15) months of the notice, unless rescheduled by Nortel in its sole discretion. Last time purchase orders shall be subject to the terms and conditions of this Agreement.

ORDERING AND DELIVERY. 2.1 Buyer (a) Seller shall provide 3PARdata with Products, on consignment, located at Seller’s Sacramento, California facility as follows: (i) Seller will hold an incremental buffer stock of components and other materials [***]. (ii) Seller commits to [***] build forecasted products and any additional FGI/Products from the component and material buffer stock referred to in Section 8(a)(i) above. (iii) Buffer Stock: [***], Seller shall treat all 3PARdata forecasts as being uncommitted and non binding and will not hold 3PARdata liable or responsible for any unordered Products held on consignment (i.e. unconsumed inventory) [***]. The process of managing the level, consumption and liability of such buffer stocks shall be eligible reviewed and mutually revised and agreed to place Orders[***]. (b) 3PARdata shall provide Seller with a [***] forecast [***]. (c) 3PARdata shall provide Seller with monthly purchase orders [***]. At the beginning of each quarter, Blanket Orders, or Releases for the Hardware and/or Services, for delivery or performance in the Territory, 3PARdata shall provide Seller with the benefits of and subject to the terms and conditions contained in this Agreement. An Order, Blanket Order or Release submitted pursuant to the terms and conditions of this Agreement, and which Nortel has accepted within five (5) days of receipt of such Order, Blanket Order or Release, shall constitute a contract between Nortel and Purchaser, failing such acceptance, any such Order, Blanket Order or Release shall be deemed to be void. Purchaser may use the Hardware itself in the Territory or use the Hardware to provide services to others in the Territory. Purchaser acknowledges and agrees that in no circumstances shall this Agreement restrict Nortel from selling, leasing or otherwise transferring Hardware, excluding Purchaser Specifications, or hardware incorporating purchaser designs/intellectual property, to any other PersonQuarterly forecast by email. [***] Should the terms of any Order, Blanket Order or Release conflict with the terms of this Agreement, the terms of this Agreement shall govern unless the parties expressly agree in writing to the contrary]. Notwithstanding that an Order, Blanket Order or Release does not refer to this Agreement, any Order, Blanket Order or Release issued by Purchaser during the Term shall be deemed to have been issued pursuant to this Agreement unless the Parties expressly agree to the contrary. 2.2 Purchaser shall issue an Order to Nortel on the third Working Day of each week in respect of the subsequent thirteen (13) week period. An Order shall set forth a description of the following: (a) Hardware and quantity; (b) price (in accordance with the current Price Schedule); (c) Delivery Location; (d) the location where the invoice shall be rendered for payment; (e) method of shipment; (f) quantity; and (g) Delivery Date and/or Shipping Date. An Order or a Release shall not be issued for less than the Minimum Order Amount or for more than the Maximum Order Amount unless the Parties expressly agree to a larger or smaller amount. All shipping documents shall reference the number of the Order issued for the Hardware contained in the shipment. [***] * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested has been requested with respect to the omitted portions. [***]. 2.3 Purchaser agrees (d) 3PARdata shall use its standard purchase order form and shall specify the Product in question, quantity of Product desired, the locations to issue Orders which the Product is to be delivered, and the date or dates desired for delivery of the ordered Product to such locations. (e) Provided the Products so ordered are within 3PARdata’s committed forecast and within the amounts and lead-times provided for in Section (a), Seller shall deliver such Products [***] after 3PARdata’s order if sent by email (“Agreed Delivery Date”). If 3PARdata requires Products for Customer specific orders, 3PARdata shall provide Seller with a minimum “Release Order” by fax or email indicating all required material, ship to information, ship method, etc. If the Products ordered fall outside the parameters of one thousand wafers over the first twelve months sentence of the Termthis Section, according to the release schedule as set out in Appendix C 2.4 Within five (5) Working Days of Nortel's receipt of an Order or a Release, Nortel then Seller shall either confirm the Shipping Date or propose an alternate Shipping Datealternative delivery date(s). If Nortel fails to do soaccepted by 3PARdata, Nortel the alternative delivery date(s) shall be deemed to have agreed to the Shipping Date set forth by Purchaserbecome Agreed Delivery Date(s). If Nortel proposes an alternate Shipping Date, then Purchaser Seller shall notify 3PARdata within five twenty-four (524) Working Days of its receipt of notice of such alternate Shipping Date notify Nortel that either such alternate Shipping Date is acceptable or such Order or Release is cancelled. If Purchaser fails to give such notice, hours if it shall be deemed to have agreed to the alternate Shipping cannot meet any Agreed Delivery Date. 2.5 Purchaser may, without charge, postpone the Shipping Date at any time prior (f) 3PAR may make changes to the commencement method of the Rescheduling Period, for a period shipment and/or plan of up to ninety delivery by giving forty-eight (9048) dayshours prior notice. If Purchaser cancels an Order or a Release prior 3PAR may make changes to the commencement of the Cancellation Period, there shall be no charge packaging upon four to Purchasersix (4–6) weeks notice. If Purchaser cancels Such changes may result in an Order or a Release during the Cancellation Period, Purchaser shall reimburse Nortel for the actual costs Nortel has incurred in connection with the manufacture of such. 2.6 Purchaser may, at any time, request additions, alterations, deductions or deviations to an Order subject adjustment to the condition that such changes and any adjustments resulting from such changes includingprice and/or delivery schedule. Supplier will provide 3PAR, but not limited to, schedules and prices, shall be mutually agreed upon and, if so agreed, subsequently detailed in a written revision to the applicable Order (a "Change Order"). Purchaser acknowledges that a premium charge may be applied by Nortel should Nortel agree to process a Change Order outside of its standard Order processing cycle for a Hardware or in the event that a Change Order requires an additional amount of work (such as engineering) to be undertaken to comply with such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall follow, unless otherwise mutually agreed, to add new Hardware to Appendix A is described in Appendix E. 2.8 In the event that Nortel decides to cease production of the Hardware for any reason, including but not limited to discontinuance of its wafer manufacturing business or significant changes to its wafer manufacturing process, Nortel will provide Purchaser with a written end-of-life notice six (6) months prior to such end of production. Upon receipt of such notice, Purchaser shall submit last time purchase orders to Nortel no later than either (a) three (3) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that will exceed one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice or (b) no later than six (6) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that are less than one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice. The maximum quantity of a last time purchase may not exceed three hundred percent (300%) of the quantity purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice and Purchaser must take delivery of the full order with adjustments within fifteen (15) months days of receiving the noticechange request from 3PAR. (g) Seller agrees to populate empty drive magazines with disk drives. 3PARdata shall provide empty disk drive magazines and packaging to Seller, unless rescheduled by Nortel in its sole discretionwhereupon Seller shall deliver the populated drive magazines [***]. Last time purchase orders 3PARdata shall provide Seller with a monthly PO. Pricing shall be subject to the terms and conditions of this Agreementas set forth in Exhibit B (a) (ii) (2).

ORDERING AND DELIVERY. 2.1 Buyer 7.1 All SDLP purchase orders for VMT Products shall include all information reasonably required by VMT and shall be eligible in a form that is approved by VMT and reasonably acceptable to place Orders, Blanket Orders, or Releases for the Hardware and/or Services, for delivery or performance SDLP. SDLP's orders shall be given no less favorable treatment than orders from other VMT customers. VMT will deliver in the Territory, with time and in the benefits of and manner directed in any purchase order accepted by VMT. 7.2 All purchase orders from SDLP shall be subject to the terms and conditions contained acceptance by VMT in this Agreement. An Order, Blanket Order or Release submitted pursuant to the terms and conditions of this Agreement, and which Nortel has accepted within five (5) days of receipt of such Order, Blanket Order or Release, shall constitute a contract between Nortel and Purchaser, failing such acceptance, any such Order, Blanket Order or Release shall be deemed to be void. Purchaser may use the Hardware itself in the Territory or use the Hardware to provide services to others in the Territory. Purchaser acknowledges and agrees that in no circumstances shall this Agreement restrict Nortel from selling, leasing or otherwise transferring Hardware, excluding Purchaser Specifications, or hardware incorporating purchaser designs/intellectual property, to any other Person. [***] Should the terms of any Order, Blanket Order or Release conflict accordance with the terms of this Agreement, the terms of this Agreement shall govern unless the parties expressly agree in writing . Orders not rejected by written notice to the contrary. Notwithstanding that an Order, Blanket Order or Release does not refer to this Agreement, any Order, Blanket Order or Release issued SDLP within ten (10) business days after receipt by Purchaser during the Term VMT shall be deemed to have been issued pursuant to this Agreement unless the Parties expressly agree to the contrary. 2.2 Purchaser considered accepted by VMT. Each purchase order accepted by VMT shall issue an Order to Nortel on the third Working Day of each week in respect of the subsequent thirteen (13) week period. An Order shall set forth constitute a description of the following: (a) Hardware contract between VMT and quantity; (b) price (in accordance with the current Price Schedule); (c) Delivery Location; (d) the location where the invoice shall be rendered for payment; (e) method of shipment; (f) quantity; and (g) Delivery Date and/or Shipping Date. An Order or a Release shall not be issued for less than the Minimum Order Amount or for more than the Maximum Order Amount unless the Parties expressly agree to a larger or smaller amount. All shipping documents shall reference the number of the Order issued SDLP for the Hardware contained in the shipment. [***] Certain information on this page has been omitted sale of VMT Products ordered and filed separately with the Commission. Confidential treatment requested has been requested with respect to the omitted portions. 2.3 Purchaser agrees to issue Orders for a minimum of one thousand wafers over the first twelve months of the Term, according to the release schedule as set out in Appendix C 2.4 Within five (5) Working Days of Nortel's receipt of an Order or a Release, Nortel shall either confirm the Shipping Date or propose an alternate Shipping Date. If Nortel fails to do so, Nortel shall be deemed to have agreed to the Shipping Date set forth by Purchaser. If Nortel proposes an alternate Shipping Date, then Purchaser shall within five (5) Working Days of its receipt of notice of such alternate Shipping Date notify Nortel that either such alternate Shipping Date is acceptable or such Order or Release is cancelled. If Purchaser fails to give such notice, it shall be deemed to have agreed to the alternate Shipping Date. 2.5 Purchaser may, without charge, postpone the Shipping Date at any time prior to the commencement of the Rescheduling Period, for a period of up to ninety (90) days. If Purchaser cancels an Order or a Release prior to the commencement of the Cancellation Period, there shall be no charge to Purchaser. If Purchaser cancels an Order or a Release during the Cancellation Period, Purchaser shall reimburse Nortel for the actual costs Nortel has incurred in connection with the manufacture of such. 2.6 Purchaser may, at any time, request additions, alterations, deductions or deviations to an Order subject to the condition that such changes and any adjustments resulting from such changes including, but not limited to, schedules and prices, shall be mutually agreed upon and, if so agreed, subsequently detailed in a written revision to the applicable Order (a "Change Order"). Purchaser acknowledges that a premium charge may be applied by Nortel should Nortel agree to process a Change Order outside of its standard Order processing cycle for a Hardware or in the event that a Change Order requires an additional amount of work (such as engineering) to be undertaken to comply with such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall follow, unless otherwise mutually agreed, to add new Hardware to Appendix A is described in Appendix E. 2.8 In the event that Nortel decides to cease production of the Hardware for any reason, including but not limited to discontinuance of its wafer manufacturing business or significant changes to its wafer manufacturing process, Nortel will provide Purchaser with a written end-of-life notice six (6) months prior to such end of production. Upon receipt of such notice, Purchaser shall submit last time purchase orders to Nortel no later than either (a) three (3) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that will exceed one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice or (b) no later than six (6) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that are less than one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice. The maximum quantity of a last time purchase may not exceed three hundred percent (300%) of the quantity purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice and Purchaser must take delivery of the full order with fifteen (15) months of the notice, unless rescheduled by Nortel in its sole discretion. Last time purchase orders shall be subject to the terms and conditions of the purchase order and of this Agreement. The terms and conditions of this Agreement shall govern and supersede any additional or contrary terms set forth in SDLP's purchase order or in any VMT or SDLP acceptance, confirmation, invoice or other document unless duly signed by an officer of each party and expressly identifying and stating agreement with the specific additional or contrary term or condition. 7.3 On or before January 1, 1999, SDLP shall provide VMT with a twelve month rolling forecast indicating by month the number and type of VMT Products anticipated to be sold by SDLP or purchased by SDLP for demonstration use or inventory. The forecast shall be updated quarterly by the first day of each calendar quarter. The first four (4) months of the forecast shall constitute a firm purchase commitment by SDLP for delivery of the VMT Products specified therein. SDLP otherwise may modify the forecast upon reasonable advance notice. VMT shall not be required to deliver quantities of VMT Products in excess of 125% of SDLP's forecasted requirements unless VMT has been given at least four (4) months advance written notice of the quantities of VMT Products that exceed the forecast, provided, however, that VMT shall use all commercially reasonable efforts to supply such excess even without such advance notice. 7.4 No accepted purchase order shall be modified or canceled except upon the mutual agreement of the parties. Mutually agreed change orders shall be subject to the terms of this Agreement. Notwithstanding the foregoing, any purchase order may be canceled by SDLP as to any VMT Products that are not delivered within ninety (90) days of the delivery date ("Cancellation Date") requested in the purchase order, and any cancellation shall not limit or affect any contract remedies available to SDLP with respect thereto. Any cancellation by SDLP shall be by written notice to VMT received within three (3) business days after the Cancellation Date. 7.5 In the event VMT has a shortage of supply, VMT shall ship its products in the order in which purchase orders are received. 7.6 In the event VMT does not supply a VMT Product as ordered pursuant to a Purchase order accepted by VMT, VMT shall so notify SDLP and the parties shall agree upon a new delivery date within ninety (90) days after the delivery date specified in the accepted purchase order. In the event VMT fails to meet the new delivery date on any three accepted orders in any rolling six month period, and such failures are not excused pursuant to Article XIII hereof SDLP shall be deemed to have been granted a temporary nonexclusive right to make or have made those VMT Products that VMT has been unable to supply in a timely manner for sale solely within the SDLP Field and the territories in which SDLP has a right to distribute VMT Products pursuant to this Agreement. In the event that VMT notifies SDLP that it has cured its production problems, VMT and SDLP shall meet and develop a forecast for VMT's manufacture of VMT Products for the next three (3) months. The right to make or have made granted pursuant to this paragraph, shall continue until VMT has demonstrated, by successful and timely delivery of VMT Products pursuant to the agreed upon forecasts contemplated by this Section for three successive months, that its delivery problems are cured. The license shall terminate upon such a demonstration. Upon termination of the license, SDLP shall have a reasonable time to phase out the alternative arrangements made under the license, and VMT shall reimburse SDLP for all reasonable incremental costs incurred by SDLP as a result of termination of the license and reversion to supply by VMT pursuant to this Agreement. 7.7 All deliveries of VMT Products shall be FOB at VMT's facility located at Westborough, MA, or such other location within the United States which VMT shall designate. VMT shall have no further responsibility for VMT Products, and all risk of damage or loss or delay of VMT Products shall pass to SDLP, upon their delivery at the aforesaid FOB point. All VMT Products shall be delivered by a common carrier selected by SDLP, and, in the event SDLP has not selected a common career fifteen (15) business days prior to the shipment date, VMT shall ship by a common carrier reasonably selected by VMT. 7.8 VMT shall be responsible for all packaging and required sterilization of VMT Products purchased pursuant to this Agreement in accordance with specifications which are reasonably satisfactory to both parties.

ORDERING AND DELIVERY. 2.1 Buyer 4.1 All orders for the VOLCANO Products submitted by Distributor shall be eligible initiated by written purchase order sent to place OrdersVOLCANO; provided, Blanket Ordershowever, that an order may initially be placed orally or Releases by facsimile if a confirmational written purchase order is received by VOLCANO within seven (7) days after said oral or facsimile order. Distributor shall submit orders to VOLCANO at least ninety (90) days prior to the first day of the requested month of delivery. Each of Distributor’s orders shall specify: (a)the quantity of each VOLCANO Product ordered; (b) the applicable purchase prices; (c) shipping instructions (e.g., requested carrier, shipping date, shipping destination and insurance); and, (d) if requested by VOLCANO, a letter of credit. Each of Distributor’s orders shall be subject to VOLCANO’s acceptance not to be unreasonably withheld. Upon receipt of any order from Distributor, VOLCANO shall promptly notify Distributor of its acceptance or rejection of the order and, if rejected, the reasons for the Hardware and/or Servicesrejection. VOLCANO shall have no liability to Distributor with respect to orders that are not accepted. Any order submitted by Distributor and accepted by VOLCANO shall be binding upon the parties and may not be modified, for delivery rescinded or performance in cancelled by either party without the Territory, with agreement of the benefits of and subject to other party. 4.2 Within the terms and conditions contained in this Agreement. An Order, Blanket Order or Release submitted pursuant to the terms and conditions of this Agreement, and which Nortel has accepted within five first ten (510) days of receipt every quarter, Distributor shall provide VOLCANO with a twelve (12) month non-binding rolling forecast of such Order, Blanket Order or Release, shall constitute a contract between Nortel and Purchaser, failing such acceptance, any such Order, Blanket Order or Release shall be deemed its orders for the VOLCANO Products to be voidshipped by VOLCANO in each of the months covered by the forecast, on a template formatted and provided by VOLCANO. 4.3 VOLCANO shall use commercially reasonable efforts to deliver the VOLCANO Products in accordance with the applicable Orders. Purchaser may use Distributor shall pay directly, or reimburse VOLCANO for, all shipping charges, premiums for insurance, inspection fees, customs, duties, export and import fees, assessments and other costs incurred to comply with Distributor’s shipping instructions and otherwise transport the Hardware itself VOLCANO Products as specified in the Territory or use the Hardware applicable Order. 4.4 The VOLCANO Products delivered pursuant to provide services to others in the Territory. Purchaser acknowledges and agrees that in no circumstances shall this Agreement restrict Nortel from selling, leasing or otherwise transferring Hardware, excluding Purchaser Specifications, or hardware incorporating purchaser designs/intellectual property, to any other Person. [***] Should the terms of any Order, Blanket Order or Release conflict with the terms of this Agreement, the terms of this Agreement shall govern unless be suitably packed for air freight shipment in VOLCANO’s standard shipping cartons, marked for shipment at Distributor’s address set forth above or any other address in the parties expressly agree in writing Territory as Distributor indicates and delivered to Distributor or its carrier agent F.O.B. VOLCANO’s manufacturing plant, at which time title to such VOLCANO Product and risk of loss shall pass to Distributor. Distributor shall select the contrary. Notwithstanding that an Order, Blanket Order or Release does not refer to this Agreement, any Order, Blanket Order or Release issued by Purchaser during the Term carrier. 4.5 VOLCANO shall be deemed to have been issued pursuant to this Agreement unless the Parties expressly agree to the contrary. 2.2 Purchaser shall issue an Order to Nortel on the third Working Day of each week in respect responsible for all packaging and labeling of the subsequent thirteen (13) week period. An Order shall set forth a description of the following: (a) Hardware and quantity; (b) price (in accordance with the current Price Schedule); (c) Delivery Location; (d) the location where the invoice shall be rendered for payment; (e) method of shipment; (f) quantity; and (g) Delivery Date and/or Shipping Date. An Order or a Release shall not be issued for less than the Minimum Order Amount or for more than the Maximum Order Amount unless the Parties expressly agree to a larger or smaller amount. All shipping documents shall reference the number of the Order issued for the Hardware contained in the shipment. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment requested has been requested with respect to the omitted portions. 2.3 Purchaser agrees to issue Orders for a minimum of one thousand wafers over the first twelve months of the Term, according to the release schedule as set out in Appendix C 2.4 Within five (5) Working Days of Nortel's receipt of an Order or a Release, Nortel shall either confirm the Shipping Date or propose an alternate Shipping Date. If Nortel fails to do so, Nortel shall be deemed to have agreed to the Shipping Date set forth by Purchaser. If Nortel proposes an alternate Shipping Date, then Purchaser shall within five (5) Working Days of its receipt of notice of such alternate Shipping Date notify Nortel that either such alternate Shipping Date is acceptable or such Order or Release is cancelled. If Purchaser fails to give such notice, it shall be deemed to have agreed to the alternate Shipping Date. 2.5 Purchaser may, without charge, postpone the Shipping Date at any time prior to the commencement of the Rescheduling Period, for a period of up to ninety (90) days. If Purchaser cancels an Order or a Release prior to the commencement of the Cancellation Period, there shall be no charge to Purchaser. If Purchaser cancels an Order or a Release during the Cancellation Period, Purchaser shall reimburse Nortel for the actual costs Nortel has incurred in connection with the manufacture of such. 2.6 Purchaser may, at any time, request additions, alterations, deductions or deviations to an Order subject to the condition that such changes and any adjustments resulting from such changes including, but not limited to, schedules and prices, shall be mutually agreed upon and, if so agreed, subsequently detailed in a written revision to the applicable Order (a "Change Order"). Purchaser acknowledges that a premium charge may be applied by Nortel should Nortel agree to process a Change Order outside of its standard Order processing cycle for a Hardware or in the event that a Change Order requires an additional amount of work (such as engineering) to be undertaken to comply with such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall follow, unless otherwise mutually agreed, to add new Hardware to Appendix A is described in Appendix E. 2.8 In the event that Nortel decides to cease production of the Hardware for any reason, including but not limited to discontinuance of its wafer manufacturing business or significant changes to its wafer manufacturing process, Nortel will provide Purchaser with a written end-of-life notice six (6) months prior to such end of production. Upon receipt of such notice, Purchaser shall submit last time purchase orders to Nortel no later than either (a) three (3) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that will exceed one hundred fifty (150%) of the quantity of Hardware VOLCANO Products purchased under this Agreement in Agreement. Distributor shall not modify, alter or add to, or authorize any third party to modify, alter or add to, any labeling of any VOLCANO Product without the twelve (12) months preceding Purchaser's receipt of such notice or (b) no later than six (6) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that are less than one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice. The maximum quantity of a last time purchase may not exceed three hundred percent (300%) of the quantity purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice and Purchaser must take delivery of the full order with fifteen (15) months of the notice, unless rescheduled by Nortel in its sole discretion. Last time purchase orders shall be subject to the terms and conditions of this Agreementprior written consent ofVOLCANO.

ORDERING AND DELIVERY. 2.1 Buyer (a) Seller shall be eligible provide 3PARdata with Products, on consignment, located at Seller’s Sacramento, California facility as follows: (i) Seller will hold an incremental buffer stock of components and other materials [***]. (ii) Seller commits to place Orders, Blanket Orders, or Releases for the Hardware and/or Services, for delivery or performance in the Territory, with the benefits of and subject to the terms and conditions contained in this Agreement. An Order, Blanket Order or Release submitted pursuant to the terms and conditions of this Agreement, and which Nortel has accepted within five (5) days of receipt of such Order, Blanket Order or Release, shall constitute a contract between Nortel and Purchaser, failing such acceptance, any such Order, Blanket Order or Release shall be deemed to be void. Purchaser may use the Hardware itself in the Territory or use the Hardware to provide services to others in the Territory. Purchaser acknowledges and agrees that in no circumstances shall this Agreement restrict Nortel from selling, leasing or otherwise transferring Hardware, excluding Purchaser Specifications, or hardware incorporating purchaser designs/intellectual property, to any other Person. [***] Should build forecasted products and any additional FGI/Products from the terms of any Order, Blanket Order or Release conflict with the terms of this Agreement, the terms of this Agreement shall govern unless the parties expressly agree component and material buffer stock referred to in writing to the contrary. Notwithstanding that an Order, Blanket Order or Release does not refer to this Agreement, any Order, Blanket Order or Release issued by Purchaser during the Term shall be deemed to have been issued pursuant to this Agreement unless the Parties expressly agree to the contrarySection 8(a)(i) above. 2.2 Purchaser shall issue an Order to Nortel on the third Working Day of each week in respect of the subsequent thirteen (13iii) week period. An Order shall set forth a description of the followingBuffer Stock: (a) Hardware and quantity; (b) price (in accordance with the current Price Schedule); (c) Delivery Location; (d) the location where the invoice shall be rendered for payment; (e) method of shipment; (f) quantity; and (g) Delivery Date and/or Shipping Date. An Order or a Release shall not be issued for less than the Minimum Order Amount or for more than the Maximum Order Amount unless the Parties expressly agree to a larger or smaller amount. All shipping documents shall reference the number of the Order issued for the Hardware contained in the shipment. [***] ], Seller shall treat all 3PARdata forecasts as being uncommitted and non binding and will not hold 3PARdata liable or responsible for any unordered Products held on consignment (i.e. unconsumed inventory) [***]. The process of managing the level, consumption and liability of such buffer stocks shall be reviewed and mutually revised and agreed to [***]. (b) 3PARdata shall provide Seller with a three (3) month rolling committed forecast and an additional three (3) month uncommitted forecast. (c) 3PARdata shall provide Seller with monthly purchase orders for the following three (3) months. At the beginning of each quarter, 3PARdata shall provide Seller with a Quarterly forecast by email. At the end of each calendar month 3PARdata shall issue a PO to cover the following 3rd month. 3PARdata shall have complete ordering flexibility beyond such three (3) months. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested has been requested with respect to the omitted portions. 2.3 Purchaser agrees (d) 3PARdata shall use its standard purchase order form and shall specify the Product in question, quantity of Product desired, the locations to issue Orders which the Product is to be delivered, and the date or dates desired for delivery of the ordered Product to such locations. (e) Provided the Products so ordered are within 3PARdata’s committed forecast and within the amounts and lead-times provided for in Section (a), Seller shall deliver such Products [***] after 3PARdata’s order if sent by email (“Agreed Delivery Date”). If 3PARdata requires Products for Customer specific orders, 3PARdata shall provide Seller with a minimum “Release Order” by fax or email indicating all required material, ship to information, ship method, etc. If the Products ordered fall outside the parameters of one thousand wafers over the first twelve months sentence of the Termthis Section, according to the release schedule as set out in Appendix C 2.4 Within five (5) Working Days of Nortel's receipt of an Order or a Release, Nortel then Seller shall either confirm the Shipping Date or propose an alternate Shipping Datealternative delivery date(s). If Nortel fails to do soaccepted by 3PARdata, Nortel the alternative delivery date(s) shall be deemed to have agreed to the Shipping Date set forth by Purchaserbecome Agreed Delivery Date(s). If Nortel proposes an alternate Shipping Date, then Purchaser Seller shall notify 3PARdata within five twenty-four (524) Working Days of its receipt of notice of such alternate Shipping Date notify Nortel that either such alternate Shipping Date is acceptable or such Order or Release is cancelled. If Purchaser fails to give such notice, hours if it shall be deemed to have agreed to the alternate Shipping cannot meet any Agreed Delivery Date. 2.5 Purchaser may, without charge, postpone the Shipping Date at any time prior (f) 3PAR may make changes to the commencement method of the Rescheduling Period, for a period shipment and/or plan of up to ninety delivery by giving forty-eight (9048) dayshours prior notice. If Purchaser cancels an Order or a Release prior 3PAR may make changes to the commencement of the Cancellation Period, there shall be no charge packaging upon four to Purchasersix (4–6) weeks notice. If Purchaser cancels Such changes may result in an Order or a Release during the Cancellation Period, Purchaser shall reimburse Nortel for the actual costs Nortel has incurred in connection with the manufacture of such. 2.6 Purchaser may, at any time, request additions, alterations, deductions or deviations to an Order subject adjustment to the condition that such changes and any adjustments resulting from such changes includingprice and/or delivery schedule. Supplier will provide 3PAR, but not limited to, schedules and prices, shall be mutually agreed upon and, if so agreed, subsequently detailed in a written revision to the applicable Order (a "Change Order"). Purchaser acknowledges that a premium charge may be applied by Nortel should Nortel agree to process a Change Order outside of its standard Order processing cycle for a Hardware or in the event that a Change Order requires an additional amount of work (such as engineering) to be undertaken to comply with such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall follow, unless otherwise mutually agreed, to add new Hardware to Appendix A is described in Appendix E. 2.8 In the event that Nortel decides to cease production of the Hardware for any reason, including but not limited to discontinuance of its wafer manufacturing business or significant changes to its wafer manufacturing process, Nortel will provide Purchaser with a written end-of-life notice six (6) months prior to such end of production. Upon receipt of such notice, Purchaser shall submit last time purchase orders to Nortel no later than either (a) three (3) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that will exceed one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice or (b) no later than six (6) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that are less than one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice. The maximum quantity of a last time purchase may not exceed three hundred percent (300%) of the quantity purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice and Purchaser must take delivery of the full order with adjustments within fifteen (15) months days of receiving the noticechange request from 3PAR. (g) Seller agrees to populate empty drive magazines with disk drives. 3PARdata shall provide empty disk drive magazines and packaging to Seller, unless rescheduled by Nortel in its sole discretionwhereupon Seller shall deliver the populated drive magazines [***]. Last time purchase orders 3PARdata shall provide Seller with a monthly PO. Pricing shall be subject to the terms and conditions of this Agreementas set forth in Exhibit B (a) (ii) (2).

ORDERING AND DELIVERY. 2.1 Buyer 3.1 All orders for the Products submitted by Distributor shall be eligible initiated by written purchase order sent to place OrdersSupplier; provided, Blanket Ordershowever, that an order may initially be placed orally or Releases by facsimile if a confirmational written purchase order is received by Supplier and VOLCANO within seven (7) days after said oral or facsimile order. Distributor shall submit orders to Supplier and VOLCANO at least ninety (90) days prior to the first day of the requested month of delivery. Each of Distributor’s orders shall specify: (a) the quantity of each Product ordered; (b) the applicable purchase prices; and, (c) shipping instructions (e.g., requested carrier, shipping date, shipping destination and insurance). Each of Distributor’s orders shall be subject to acceptance by Supplier, not to be unreasonably withheld. At the time Distributor provides a written purchase order to Supplier, Distributor shall also send a copy of such purchase order to VOLCANO. Upon receipt of any order from Distributor, Supplier shall promptly notify Distributor and VOLCANO of its acceptance or rejection of the order and, if rejected, the reasons for the Hardware and/or Servicesrejection. Supplier shall have no liability to Distributor with respect to orders that are not accepted. Any order submitted by Distributor and accepted by Supplier shall be binding upon the parties and may not be modified, rescinded or cancelled by any party without the agreement by both Supplier and Distributor. 3.2 By the first day of every quarter, Distributor shall provide Supplier and VOLCANO with a four quarter rolling forecast (“Forecast”) showing prospective orders by product model and intended purchase order submittal date. The quantities forecasted for delivery or performance the first quarter of each Forecast shall be binding on Distributor and deemed supported by a non-cancelable order. 3.3 Supplier shall use commercially reasonable efforts to deliver the Products in accordance with the applicable Orders. Upon shipment of an Order by Supplier to Distributor, Supplier shall promptly notify Distributor that the Order has been shipped. Distributor shall pay to Supplier the purchase price, all shipping charges, premiums for insurance, inspection fees, duties, assessments and other costs incurred to comply with Distributor’s shipping instructions and otherwise transport the Products as specified in the Territoryapplicable Order. Distributor shall pay to Supplier all import, taxes, shipping and other specific costs, if any, associated with importing and delivering the benefits of and subject Products from VOLCANO in the United States to the terms and conditions contained in this AgreementDistributor. An Order, Blanket Order or Release submitted Supplier shall provide a detailed breakdown of each charge for each shipment of Products to Distributor. 3.4 The Products delivered pursuant to the terms and conditions of this Agreement, and which Nortel has accepted within five (5) days of receipt of such Order, Blanket Order or Release, shall constitute a contract between Nortel and Purchaser, failing such acceptance, any such Order, Blanket Order or Release shall be deemed to be void. Purchaser may use the Hardware itself in the Territory or use the Hardware to provide services to others in the Territory. Purchaser acknowledges and agrees that in no circumstances shall this Agreement restrict Nortel from selling, leasing or otherwise transferring Hardware, excluding Purchaser Specifications, or hardware incorporating purchaser designs/intellectual property, to any other Person. [***] Should the terms of any Order, Blanket Order or Release conflict with the terms of this Agreement, the terms of this Agreement shall govern unless the parties expressly agree be suitably packed for shipment in writing Supplier’s standard shipping cartons, marked for shipment to Distributor’s address set forth above or any other address in Japan as Distributor indicates. Title and risks of loss or damage to the contrary. Notwithstanding that an Order, Blanket Order or Release does not refer Products shall pass from Supplier to this Agreement, any Order, Blanket Order or Release issued Distributor upon delivery to the carrier selected by Purchaser during the Term Distributor. 3.5 Supplier shall be deemed to have been issued pursuant to this Agreement unless the Parties expressly agree to the contrary. 2.2 Purchaser shall issue an Order to Nortel on the third Working Day of each week in respect responsible for all packaging and labeling of the subsequent thirteen (13) week period. An Order shall set forth a description of the following: (a) Hardware and quantity; (b) price (in accordance with the current Price Schedule); (c) Delivery Location; (d) the location where the invoice shall be rendered for payment; (e) method of shipment; (f) quantity; and (g) Delivery Date and/or Shipping Date. An Order or a Release shall not be issued for less than the Minimum Order Amount or for more than the Maximum Order Amount unless the Parties expressly agree to a larger or smaller amount. All shipping documents shall reference the number of the Order issued for the Hardware contained in the shipment. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment requested has been requested with respect to the omitted portions. 2.3 Purchaser agrees to issue Orders for a minimum of one thousand wafers over the first twelve months of the Term, according to the release schedule as set out in Appendix C 2.4 Within five (5) Working Days of Nortel's receipt of an Order or a Release, Nortel shall either confirm the Shipping Date or propose an alternate Shipping Date. If Nortel fails to do so, Nortel shall be deemed to have agreed to the Shipping Date set forth by Purchaser. If Nortel proposes an alternate Shipping Date, then Purchaser shall within five (5) Working Days of its receipt of notice of such alternate Shipping Date notify Nortel that either such alternate Shipping Date is acceptable or such Order or Release is cancelled. If Purchaser fails to give such notice, it shall be deemed to have agreed to the alternate Shipping Date. 2.5 Purchaser may, without charge, postpone the Shipping Date at any time prior to the commencement of the Rescheduling Period, for a period of up to ninety (90) days. If Purchaser cancels an Order or a Release prior to the commencement of the Cancellation Period, there shall be no charge to Purchaser. If Purchaser cancels an Order or a Release during the Cancellation Period, Purchaser shall reimburse Nortel for the actual costs Nortel has incurred in connection with the manufacture of such. 2.6 Purchaser may, at any time, request additions, alterations, deductions or deviations to an Order subject to the condition that such changes and any adjustments resulting from such changes including, but not limited to, schedules and prices, shall be mutually agreed upon and, if so agreed, subsequently detailed in a written revision to the applicable Order (a "Change Order"). Purchaser acknowledges that a premium charge may be applied by Nortel should Nortel agree to process a Change Order outside of its standard Order processing cycle for a Hardware or in the event that a Change Order requires an additional amount of work (such as engineering) to be undertaken to comply with such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall follow, unless otherwise mutually agreed, to add new Hardware to Appendix A is described in Appendix E. 2.8 In the event that Nortel decides to cease production of the Hardware for any reason, including but not limited to discontinuance of its wafer manufacturing business or significant changes to its wafer manufacturing process, Nortel will provide Purchaser with a written end-of-life notice six (6) months prior to such end of production. Upon receipt of such notice, Purchaser shall submit last time purchase orders to Nortel no later than either (a) three (3) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that will exceed one hundred fifty (150%) of the quantity of Hardware Products purchased under this Agreement in Agreement. Distributor shall not modify, alter or add to, or authorize any third party to modify, alter or add to, any labeling of any Product without the twelve (12) months preceding Purchaser's receipt prior written consent of such notice or (b) no later than six (6) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that are less than one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice. The maximum quantity of a last time purchase may not exceed three hundred percent (300%) of the quantity purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice and Purchaser must take delivery of the full order with fifteen (15) months of the notice, unless rescheduled by Nortel in its sole discretion. Last time purchase orders shall be subject to the terms and conditions of this AgreementSupplier.

ORDERING AND DELIVERY. 2.1 Buyer shall be eligible to place Orders, Blanket Orders, or Releases for the Hardware and/or Services, for delivery or performance in the Territory, with the benefits of and subject to the terms and conditions contained in this Agreement. An Order, Blanket Order or Release submitted pursuant to the terms and conditions of this Agreement, and which Nortel has accepted within five (5) days of receipt of such Order, Blanket Order or Release, shall constitute a contract between Nortel and Purchaser, failing such acceptance, any such Order, Blanket Order or Release shall be deemed to be void. Purchaser may use the Hardware itself in the Territory or use the Hardware to provide services to others in the Territory. Purchaser acknowledges and agrees that in no circumstances shall this Agreement restrict Nortel from selling, leasing or otherwise transferring Hardware, excluding Purchaser Specifications, or hardware incorporating purchaser designs/intellectual property, to any other Person. [***] 6.1 Should the terms of any Order, Blanket Purchase Order or Release conflict with the terms of this Agreement, the terms of this Agreement shall govern unless the parties expressly agree in writing to the contrary. This Agreement shall continue to apply to a Purchase Order issued during the Term until all obligations herein are performed. Notwithstanding that an Order, Blanket a Purchase Order or Release does not refer to this Agreement, any Order, Blanket Purchase Order or Release issued by Purchaser SI/BAKER during the Term shall be deemed to have been issued pursuant to xx this Agreement unless the Parties parties expressly agree to the contrary. 2.2 Purchaser shall issue an Order to Nortel on the third Working Day of each week in respect of the subsequent thirteen (13) week period. An 6.2 A Purchase Order shall set forth a description of the following: (a) Hardware and quantity; the Product, (b) price (in accordance with the current Price Schedule); prices, (c) Delivery Location; , (d) the location where the invoice shall be rendered sent for payment; , (e) method of shipment; shipment and shipping agent, as applicable, (f) quantity; quantity and (g) requested Delivery Date, (h) name of SI/BAKER or SI/BAKER Customer, (i) the applicable Specification; axx (j) requxxxx Delivery Date and/or Shipping Date. An Order or a Release (which shall not be issued for less than the Minimum Maximum Delivery Period unless otherwise set forth in the applicable Purchase Order Amount or accepted by the parties). Unless PARAGON advises otherwise, SI/BAKER shall submit Purchase Orders to: Paragon Technologixx, Xnc. 600 Kuebler Road Easton, Pennsylvania 18040 Attxxxxxx: Xxxxx Xxxxxxxxxx Phone: (610) 252-3205 Fax: (610) 252-3102 6.3 PARAGON shall xxxxxxx xxxxxxn price quotation xxx xxxxxxxxxding Delivery Dates ("Quote") within thirty (30) days from SI/BAKER's request for more than the Maximum Order Amount unless the Parties expressly agree to a larger or smaller amountsuch. All shipping documents shall reference the number of the Order issued for the Hardware contained in the shipment. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment requested has been requested with respect to the omitted portions. 2.3 Purchaser agrees to issue Purchase Orders for a minimum of one thousand wafers over the first twelve months of the Term, according to the release schedule as set out in Appendix C 2.4 Within five (5) Working Days of Nortel's receipt of an Order or a Release, Nortel shall either confirm the Shipping Date or propose an alternate Shipping Date. If Nortel fails to do so, Nortel shall be deemed to have agreed acceptex xx XXRAGON upon written acknowledgement of acceptance by PARAGON. All accepted Purchase Orders shall be binding upon the parties, except as otherwise expressly set forth herein. 6.4 Unless SI/BAKER agrees otherwise in advance of shipment, PARAGON shall deliver xxxxxete Purchase Orders, and all Products delivered against a Purchase Order shall be New unless the parties agree expressly in writing to the Shipping contrary. SI/BAKER may reject any partial delivery. In addition, if PARAGON fails xx xxliver the Product by the required Delivery Date (as set forth by Purchaser. If Nortel proposes an alternate Shipping Datein the acknowledged Purchase Order), then Purchaser shall within five (5) Working Days of its receipt of notice of such alternate Shipping Date notify Nortel that either such alternate Shipping Date is acceptable or such SI/BAKER may terminate the Purchase Order or Release is cancelled. If Purchaser fails to give such notice, it shall be deemed to have agreed to the alternate Shipping Date. 2.5 Purchaser may, without charge, postpone the Shipping Date at any time prior to the commencement of the Rescheduling Period, for a period of up to ninety (90) days. If Purchaser cancels an Order or a Release prior to the commencement of the Cancellation Period, there shall be no charge to Purchaser. If Purchaser cancels an Order or a Release during the Cancellation Period, Purchaser shall reimburse Nortel for the actual costs Nortel has incurred in connection with the manufacture of such. 2.6 Purchaser may, at any time, request additions, alterations, deductions or deviations to an Order subject to the condition that such changes and any adjustments resulting from such changes including, but not limited to, schedules and prices, shall be mutually agreed upon applicable Product and, if so agreed, subsequently detailed in a written revision xxxject to the applicable Order (a "Change Order"). Purchaser acknowledges that a premium charge may be applied limitations set forth in Section 12, obtain its cost of cover from PARAGON, along with any penalty amounts as such have been agreed upon by Nortel should Nortel agree to process a Change Order outside of its standard Order processing cycle for a Hardware or PARAGON in the event that a Change Order requires an additional amount of work (such as engineering) to be undertaken to comply with such changeswriting. 2.7 The Parties 6.5 SI/BAKER may add new Hardware reschedule and cancel any Purchase Order(s) as so designatex; xrovided that SI/BAKER agrees to Appendix A upon mutual agreement in writing. The process pay all Cancellation Charges (as defined below) asxxxxxted with the Parties shall followcancellation of a Purchase Order, unless otherwise mutually agreed, to add new Hardware to Appendix A is described in Appendix E. 2.8 In the event that Nortel decides to cease production and all costs and expenses directly incurred by PARAGON as a result of the Hardware for any reason, including but not limited to discontinuance of its wafer manufacturing business or significant changes to its wafer manufacturing process, Nortel will provide Purchaser with a written end-of-life notice six (6) months prior to such end of production. Upon receipt of such notice, Purchaser shall submit last time purchase orders to Nortel no later than either (a) three (3) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that will exceed one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice or (b) no later than six (6) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that are less than one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice. The maximum quantity rescheduling of a last time purchase may not exceed three hundred percent (300%) of the quantity purchased under Purchase Order, as further set forth below in this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice and Purchaser must take delivery of the full order with fifteen (15) months of the notice, unless rescheduled by Nortel in its sole discretion. Last time purchase orders shall be subject to the terms and conditions of this AgreementSection 6.5.

ORDERING AND DELIVERY. 2.1 Buyer (a) Seller shall provide 3PARdata with Products, on consignment, located at Seller’s Sacramento, California facility as follows: (i) Seller will hold an incremental buffer stock of components and other materials [***]. (ii) Seller commits to [***] build forecasted products and any additional FGI/Products from the component and material buffer stock referred to in Section 8(a)(i) above. (iii) Buffer Stock: [***], Seller shall treat all 3PARdata forecasts as being uncommitted and non binding and will not hold 3PARdata liable or responsible for any unordered Products held on consignment (i.e. unconsumed inventory) [***]. The process of managing the level, consumption and liability of such buffer stocks shall be eligible reviewed and mutually revised and agreed to place Orders[***]. (b) 3PARdata shall provide Seller with a [***] forecast [***]. (c) 3PARdata shall provide Seller with monthly purchase orders [***]. At the beginning of each quarter, Blanket Orders, or Releases for the Hardware and/or Services, for delivery or performance in the Territory, 3PARdata shall provide Seller with the benefits of and subject to the terms and conditions contained in this Agreement. An Order, Blanket Order or Release submitted pursuant to the terms and conditions of this Agreement, and which Nortel has accepted within five (5) days of receipt of such Order, Blanket Order or Release, shall constitute a contract between Nortel and Purchaser, failing such acceptance, any such Order, Blanket Order or Release shall be deemed to be void. Purchaser may use the Hardware itself in the Territory or use the Hardware to provide services to others in the Territory. Purchaser acknowledges and agrees that in no circumstances shall this Agreement restrict Nortel from selling, leasing or otherwise transferring Hardware, excluding Purchaser Specifications, or hardware incorporating purchaser designs/intellectual property, to any other PersonQuarterly forecast by email. [***] Should the terms of any Order, Blanket Order or Release conflict with the terms of this Agreement, the terms of this Agreement shall govern unless the parties expressly agree in writing to the contrary]. Notwithstanding that an Order, Blanket Order or Release does not refer to this Agreement, any Order, Blanket Order or Release issued by Purchaser during the Term shall be deemed to have been issued pursuant to this Agreement unless the Parties expressly agree to the contrary. 2.2 Purchaser shall issue an Order to Nortel on the third Working Day of each week in respect of the subsequent thirteen (13) week period. An Order shall set forth a description of the following: (a) Hardware and quantity; (b) price (in accordance with the current Price Schedule); (c) Delivery Location; (d) the location where the invoice shall be rendered for payment; (e) method of shipment; (f) quantity; and (g) Delivery Date and/or Shipping Date. An Order or a Release shall not be issued for less than the Minimum Order Amount or for more than the Maximum Order Amount unless the Parties expressly agree to a larger or smaller amount. All shipping documents shall reference the number of the Order issued for the Hardware contained in the shipment. [***] * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested has been requested with respect to the omitted portions. CONFIDENTIAL TREATMENT [***]. 2.3 Purchaser agrees (d) 3PARdata shall use its standard purchase order form and shall specify the Product in question, quantity of Product desired, the locations to issue Orders which the Product is to be delivered, and the date or dates desired for delivery of the ordered Product to such locations. (e) Provided the Products so ordered are within 3PARdata’s committed forecast and within the amounts and lead-times provided for in Section (a), Seller shall deliver such Products [***] after 3PARdata’s order if sent by email (“Agreed Delivery Date”). If 3PARdata requires Products for Customer specific orders, 3PARdata shall provide Seller with a minimum “Release Order” by fax or email indicating all required material, ship to information, ship method, etc. If the Products ordered fall outside the parameters of one thousand wafers over the first twelve months sentence of the Termthis Section, according to the release schedule as set out in Appendix C 2.4 Within five (5) Working Days of Nortel's receipt of an Order or a Release, Nortel then Seller shall either confirm the Shipping Date or propose an alternate Shipping Datealternative delivery date(s). If Nortel fails to do soaccepted by 3PARdata, Nortel the alternative delivery date(s) shall be deemed to have agreed to the Shipping Date set forth by Purchaserbecome Agreed Delivery Date(s). If Nortel proposes an alternate Shipping Date, then Purchaser Seller shall notify 3PARdata within five twenty-four (524) Working Days of its receipt of notice of such alternate Shipping Date notify Nortel that either such alternate Shipping Date is acceptable or such Order or Release is cancelled. If Purchaser fails to give such notice, hours if it shall be deemed to have agreed to the alternate Shipping cannot meet any Agreed Delivery Date. 2.5 Purchaser may, without charge, postpone the Shipping Date at any time prior (f) 3PAR may make changes to the commencement method of the Rescheduling Period, for a period shipment and/or plan of up to ninety delivery by giving forty-eight (9048) dayshours prior notice. If Purchaser cancels an Order or a Release prior 3PAR may make changes to the commencement of the Cancellation Period, there shall be no charge packaging upon four to Purchasersix (4–6) weeks notice. If Purchaser cancels Such changes may result in an Order or a Release during the Cancellation Period, Purchaser shall reimburse Nortel for the actual costs Nortel has incurred in connection with the manufacture of such. 2.6 Purchaser may, at any time, request additions, alterations, deductions or deviations to an Order subject adjustment to the condition that such changes and any adjustments resulting from such changes includingprice and/or delivery schedule. Supplier will provide 3PAR, but not limited to, schedules and prices, shall be mutually agreed upon and, if so agreed, subsequently detailed in a written revision to the applicable Order (a "Change Order"). Purchaser acknowledges that a premium charge may be applied by Nortel should Nortel agree to process a Change Order outside of its standard Order processing cycle for a Hardware or in the event that a Change Order requires an additional amount of work (such as engineering) to be undertaken to comply with such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall follow, unless otherwise mutually agreed, to add new Hardware to Appendix A is described in Appendix E. 2.8 In the event that Nortel decides to cease production of the Hardware for any reason, including but not limited to discontinuance of its wafer manufacturing business or significant changes to its wafer manufacturing process, Nortel will provide Purchaser with a written end-of-life notice six (6) months prior to such end of production. Upon receipt of such notice, Purchaser shall submit last time purchase orders to Nortel no later than either (a) three (3) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that will exceed one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice or (b) no later than six (6) months after receipt of such notice if Purchaser's last time purchase order is for a quantity of hardware that are less than one hundred fifty (150%) of the quantity of Hardware purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice. The maximum quantity of a last time purchase may not exceed three hundred percent (300%) of the quantity purchased under this Agreement in the twelve (12) months preceding Purchaser's receipt of such notice and Purchaser must take delivery of the full order with adjustments within fifteen (15) months days of receiving the noticechange request from 3PAR. (g) Seller agrees to populate empty drive magazines with disk drives. 3PARdata shall provide empty disk drive magazines and packaging to Seller, unless rescheduled by Nortel in its sole discretionwhereupon Seller shall deliver the populated drive magazines [***]. Last time purchase orders 3PARdata shall provide Seller with a monthly PO. Pricing shall be subject to the terms and conditions of this Agreementas set forth in Exhibit B (a) (ii) (2).