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 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) Avanex shall provide CMI with a non-binding rolling [*] forecast on a [*] basis of the quantity of each Product desired. Actual Avanex orders shall be eligible submitted by telecopier or in writing on Avanex's standard purchase order form and shall specify the purchase order number, Avanex part number for each Product, quantity of Product desired, the locations to place Orderswhich the Product is to be delivered, Blanket Ordersand the date or dates desired for delivery of the ordered Product to such locations. (b) CMI agrees to accept each order for the full quantity of Product ordered. After receipt of an order from Avanex, CMI shall notify Avanex within seventy-two (72) hours if CMI cannot meet the desired delivery date(s) and will propose alternative delivery date(s). If, within seven (7) business days after notification of any proposed alternative delivery date(s), Avanex does not notify CMI of Avanex's rejection of CMI's alternative delivery date(s), or Releases for otherwise reach agreement with CMI on the Hardware and/or Servicesagreed delivery date, for delivery or performance in then the Territory, order shall be considered confirmed with the benefits alternative delivery date(s) becoming the agreed delivery date. CMI's failure to so notify Avanex shall constitute CMI's agreement to Avanex's desired delivery date(s), which will then become the agreed delivery date. CMI shall send Avanex a formal written acknowledgment 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 each Avanex purchase order within five (5) days of receipt of such Order, Blanket Order or Releasebusiness days. All delivery dates and the terms "deliver" and "delivery" as used herein, 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 Agreementdelivery to Avanex's designated plant in Fremont, any OrderCalifornia, 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 instance of work (such as engineering) any order to be undertaken drop shipped to comply with Avanex's customer, delivery by CMI to the freight carrier specified in such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall followorder, unless otherwise mutually agreedor if no carrier is specified, 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 carrier selected by Nortel in its sole discretion. Last time purchase orders shall be subject to the terms and conditions of this AgreementCMI.

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) Avanex shall provide CMI with a non-binding rolling twelve (12) month forecast on a [*] basis of the quantity of each Product desired. Actual Avanex orders shall be eligible submitted by telecopier or in writing on Avanex's standard purchase order form and shall specify the purchase order number, Avanex part number for each Product, quantity of Product desired, the locations to place Orderswhich the Product is to be delivered, Blanket Ordersand the date or dates desired for delivery of the ordered Product to such locations. (b) CMI agrees to accept each order for the full quantity of Product ordered. After receipt of an order from Avanex, CMI shall notify Avanex within seventy-two (72) hours if CMI cannot meet the desired delivery date(s) and will propose alternative delivery date(s). If, within seven (7) business days after notification of any proposed alternative delivery date(s), Avanex does not notify CMI of Avanex's rejection of CMI's alternative delivery date(s), or Releases for otherwise reach agreement with CMI on the Hardware and/or Servicesagreed delivery date, for delivery or performance in then the Territory, order shall be considered confirmed with the benefits alternative delivery date(s) becoming the agreed delivery date. CMI's failure to so notify Avanex shall constitute CMI's agreement to Avanex's desired delivery date(s), which will then become the agreed delivery date. CMI shall send Avanex a formal written acknowledgment 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 each Avanex purchase order within five (5) days of receipt of such Order, Blanket Order or Releasebusiness days. All delivery dates and the terms "deliver" and "delivery" as used herein, 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 Agreementdelivery to Avanex's designated plant in Fremont, any OrderCalifornia, 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 instance of work (such as engineering) any order to be undertaken drop shipped to comply with Avanex's customer, delivery by CMI to the freight carrier specified in such changes. 2.7 The Parties may add new Hardware to Appendix A upon mutual agreement in writing. The process the Parties shall followorder, unless otherwise mutually agreedor if no carrier is specified, 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 carrier selected by Nortel in its sole discretion. Last time purchase orders shall be subject to the terms and conditions of this AgreementCMI.