Common use of Sale and Delivery of Product Clause in Contracts

Sale and Delivery of Product. (a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Buyer, and Buyer will purchase and receive from Seller, the Expected Quantity of the Product from the Shown Unit(s), where “Expected Quantity” is the Quantity less any excused deductions to the Quantity for Force Majeure and/or for excused reductions in Unit NQC for which Seller has provided notice pursuant to Section 2.1(h). (b) Seller will deliver the Product by submitting to CAISO in its Supply Plan the Shown Unit(s) and the applicable characteristics of the Shown Unit(s) and Product for Buyer, as further specified in Appendix B, all in compliance with this Confirmation. (c) Seller will cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will equal the Expected Quantity. (d) Seller may sell and deliver from a Shown Unit that meets the Product requirements set forth in Appendix B. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel. Seller will identify the Shown Unit(s) and Expected Quantity for a Showing Month by providing Buyer with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month. (e) If XXXXX rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Quantity for the Shown Unit in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the XXXX Tool shows the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies with Buyer’s instruction to withhold all or part of the Expected Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if Seller fails to submit a Supply Plan for the volume of Expected Quantity for any Showing Month in such amount as instructed by Xxxxx (but not to exceed the Expected Quantity) for the applicable Showing Month. Buyer will have received the Product if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Buyer’s instruction to withhold all or part of the Expected Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Product if Buyer fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (g) The Shown Unit must not have characteristics that would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.1 The Parties agree that the Unit(s) described in Appendix B do not trigger the need for Buyer or Seller to file an advice letter or other request for 1 For example, contracts with Once-Through Cooling resources that terminate one year or less before the State Water Resources Control Board compliance deadline require an advice letter filing under CPUC Decision 00-00-000. authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380. Upon Seller’s request, Buyer will promptly evaluate any Shown Unit identified by Seller and provide written confirmation of whether such Shown Unit would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.

Sale and Delivery of Product. (a) For each Showing Month of Section 2.1 Subject to the Delivery Periodterms and conditions set forth in this Agreement, Seller will sell PPG agrees to Prepare and deliver to Buyersell, and Buyer will MedImmune Oncology agrees to purchase and receive from SellerPPG, the Expected Quantity Product as follows: Prior to the beginning of each calendar quarter, MedImmune Oncology shall provide to PPG, in writing, a (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) forecast of its requirements for deliveries of the Product from during the Shown Unit(snext (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) (hereinafter the “Delivery Schedule”). The quantities forecast for delivery in the (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) in a Delivery Schedule shall be firm commitments to purchase and sell; and the (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) included in a Delivery Schedule shall be for planning purposes and may be revised up or down by MedImmune Oncology. Exhibit “A” sets forth MedImmune Oncology’s non-binding requirements forecast for the Contract Years 2001-2003. Section 2.2 PPG agrees, where at the request of MedImmune Oncology, to provide Product at the agreed upon price set forth in the Price Schedule attached hereto as Exhibit “Expected QuantityB” is the Quantity less any excused deductions and subject to the Quantity provisions of Section 3.1. Section 2.3 Subject to Section 2.5, PPG shall provide (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) to (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of MedImmune Oncology’s requirements for Force Majeure and/or the Product, at MedImmune Oncology’s option. Subject to Section 2.5, MedImmune Oncology shall purchase from PPG a minimum of (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) to (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of MedImmune Oncology’s global requirements for excused reductions the Product, provided however, that PPG may elect to qualify a second manufacturing location for production of Product by informing of its intent to do so in Unit NQC writing. Within 90 days of such notification, PPG will provide to MedImmune documentation which describes PPG’s qualification protocols and validation plans. PPG and MedImmune will cooperate to complete such qualification in a timely manner. Upon successful qualification of the alternate manufacturing location by MedImmune, MedImmune shall be obligated to purchase (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of MedImmune Oncology’s global requirement for which Seller has provided notice Product. Section 2.4 PPG shall at all times maintain a minimum inventory of at least (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of the amount of the Product purchased by MedImmune Oncology during the preceding (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). PPG shall at all times maintain a minimum annual capacity reserved for production of the Product for MedImmune Oncology of the quantity of Product specified for delivery in the most recent Delivery Schedule. Notwithstanding anything to the contrary in this Section 2.3, should PPG be required to replace Product pursuant to Section 2.1(h). (b) Seller will deliver its obligations in Article 4, PPG may utilize the inventory of the Product even though that may result in a temporary situation in which inventory is less than required by submitting this Section 2.4. PPG shall rebuild the inventory to CAISO in its Supply Plan the Shown Unit(s) and the applicable characteristics of the Shown Unit(s) and Product for Buyer, as further specified in Appendix B, all in compliance with this Confirmation. (c) Seller will cause all Supply Plans to once again meet and be filed in conformance with the requirements of this Section 2.4 within (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) days of removing Product to use as replacement Product. Section 2.5 If PPG has not qualified an alternative manufacturing site subject to Section 2.3, MedImmune Oncology may qualify an alternative source(s) of supply other than PPG and may secure Product from such alternative source(s) for amounts in excess of (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of its requirements. MedImmune Oncology shall not make the CPUC alternative source(s) MedImmune Oncology’s principal supplier of Product unless PPG has materially failed to meet MedImmune Oncology’s orders in a period of more than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) or this Agreement is terminated or has by its terms expired. After (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) in which PPG has materially failed to meet MedImmune Oncology’s orders, both parties agree that MedImmune Oncology may use an alternate source to supply MedImmune Oncology’s needs until PPG is able to again furnish MedImmune Oncology’s needs. Section 2.6 PPG agrees to sell the Product exclusively to MedImmune for pharmaceutical applications. PPG agrees that during the term of this Agreement and the Tariff. Seller for a period of (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) thereafter, it will submitnot compete, or cause assist third parties to compete, directly or indirectly with MedImmune Oncology in the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer for each Showing Month sale of the Delivery PeriodProduct. Section 2.7 MedImmune Oncology shall submit purchase orders for Product to PPG at least (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) prior to the date of shipment specified therein. The total amount MedImmune Oncology’s purchase orders shall (i) reference this Agreement; (ii) be submitted in writing; (iii) state the quantity of Product identified ordered; (iv) specify the delivery location; and confirmed for each day (v) state the desired date of such Showing Month will equal the Expected Quantity. (d) Seller may sell and deliver from a Shown Unit that meets the Product requirements set forth in Appendix B. shipment. In no event shall a Shown Unit utilize coal the use of any form of purchase order be effective to vary, alter, modify or coal materials as a source add to the terms and provisions of fuelthis Agreement; nor will the acceptance of any such purchase order have the effect of substituting the provisions set forth on such form for the provisions contained in this Agreement. Seller will identify the Shown Unit(s) and Expected Quantity for a Showing Month by providing Buyer with the specific Unit information contemplated in Appendix B MedImmune Oncology may reschedule such purchase order no later than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) prior to the Notification Deadline for the relevant Showing Monthdate of scheduled manufacturing. In no event shall MedImmune Oncology’s right to reschedule such Purchase Order abrogate any of its obligations under Section 2.1. Section 2.8 PPG shall exercise reasonable, diligent efforts to ship Product in the quantities and on the dates specified in MedImmune Oncology’s purchase orders. Sales of Product by PPG to MedImmune Oncology shall be made CIP (e) If XXXXX rejects either the Supply Plan or the Resource Adequacy Plan with respect as in Incoterms 1990), to any part of the Expected Quantity for the Shown Unit MedImmune Oncology’s facility in any Showing MonthNijmegen, the Parties will conferNetherlands, make or such corrections other location as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Monthmay be specified by MedImmune Oncology to PPG from time to time hereunder. (f) The Product is delivered and received when the XXXX Tool shows the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies with Buyer’s instruction to withhold all or part of the Expected Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if Seller fails to submit a Supply Plan for the volume of Expected Quantity for any Showing Month in such amount as instructed by Xxxxx (but not to exceed the Expected Quantity) for the applicable Showing Month. Buyer will have received the Product if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Buyer’s instruction to withhold all or part of the Expected Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Product if Buyer fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (g) The Shown Unit must not have characteristics that would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.1 The Parties agree that the Unit(s) described in Appendix B do not trigger the need for Buyer or Seller to file an advice letter or other request for 1 For example, contracts with Once-Through Cooling resources that terminate one year or less before the State Water Resources Control Board compliance deadline require an advice letter filing under CPUC Decision 00-00-000. authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380. Upon Seller’s request, Buyer will promptly evaluate any Shown Unit identified by Seller and provide written confirmation of whether such Shown Unit would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.

Sale and Delivery of Product. (a) For each Showing Month of the Delivery Period, Seller will shall sell and deliver to BuyerPurchaser, and Buyer will Purchaser shall purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s), where “. Seller’s obligation to deliver the Expected Quantity” Contract Quantity of Product for the Delivery Period is the Quantity less firm and will not be excused for any excused deductions to the Quantity for Force Majeure and/or for excused reductions in Unit NQC for which Seller has provided notice pursuant to Section 2.1(h)reason. (b) Seller will shall deliver the Product Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit(s) and the applicable characteristics of the Shown Unit(s) and Product for BuyerPurchaser, as further specified in Appendix B, all in compliance with this Confirmation. (c) Seller will shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller will shall submit, or cause the Shown Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer Purchaser for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will shall equal the Expected Contract Quantity, including a request for Hold-Back Capacity pursuant to Article Five of this Confirmation. (d) Seller may shall sell and deliver Product from a Shown Unit that meets the Product requirements set forth in Appendix B. B, including the Resource Category and, if applicable, the Flexible Capacity Category. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel. A Shown Unit must be a specific resource that is connected directly to the CAISO controlled grid or be under the operational control of CAISO. A Shown Unit may not be an unspecified import. Seller will shall identify the Shown Unit(s) and Expected Contract Quantity for a Showing Month by providing Buyer Purchaser with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month. (e) If XXXXX CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Contract Quantity for the Shown Unit Unit(s) in any Showing Month, the Parties will shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the XXXX Tool shows that the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies submitted in compliance with BuyerPurchaser’s instruction instructions, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the XXXX Tool and are rejected by CAISO notwithstanding performance of Section 2.1(e) or (ii) Seller fails to submit a Supply Plan for the volume of Expected Contract Quantity for any Showing Month in such amount as instructed by Xxxxx (but not to exceed the Expected Quantity) for the applicable Showing Month. Buyer will have received the Product if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Buyer’s instruction to withhold all or part of the Expected Quantity from Seller’s Supply Plan Purchaser for the applicable Showing Month. Seller will not have failed to deliver the Product Expected Contract Quantity if Buyer Purchaser fails or chooses not to submit the Shown Unit Unit(s) and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (g) Hold-Back Capacity, if any, is deemed Contract Quantity delivered, unless utilized under Article Five as Substitute Capacity, then Contract Quantity is delivered according to the timeline requirements therein. (h) The Shown Unit Unit(s) must not have characteristics that would trigger the need for Buyer Purchaser or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer Purchaser to make a compliance filing pursuant to California Public Utilities Code Section 380.1 The Parties agree that the Unit(s) described in Appendix B do not trigger the need for Buyer or Seller to file an advice letter or other request for 1 For example, contracts with Once-Through Cooling resources that terminate one year or less before the State Water Resources Control Board compliance deadline require an advice letter filing under CPUC Decision 00-00-000. authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380. Upon Seller’s request, Buyer will promptly evaluate any Shown Unit identified by Seller and provide written confirmation of whether such Shown Unit would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.380.1

Sale and Delivery of Product. (a) For each Showing Month of the Delivery Period, Seller will shall sell and deliver to BuyerPurchaser, and Buyer will Purchaser shall purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s), where “. Seller’s obligation to deliver the Expected Quantity” Contract Quantity of Product for each day of the Delivery Period is the Quantity less firm and will not be excused for any excused deductions to the Quantity for Force Majeure and/or for excused reductions in Unit NQC for which Seller has provided notice pursuant to Section 2.1(h)reason. (b) Seller will shall deliver the Product Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit(s) and the applicable characteristics of the Shown Unit(s) and Product for BuyerPurchaser, as further specified in Appendix B, all in compliance with this Confirmation. (c) Seller will shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller will shall submit, or cause the Shown Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer Purchaser for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will shall equal the Expected Contract Quantity. (d) Seller may sell and deliver Product from a Shown Unit that meets the Product requirements set forth in Appendix B. In no event shall a Shown Unit utilize coal or coal materials as a source of fuelfuel or be a nuclear generating facility. A Shown Unit must be a specific resource that is connected directly to the CAISO controlled grid or be under the operational control of CAISO. A Shown Unit may not be an unspecified import. Seller will shall identify the Shown Unit(s) and Expected Contract Quantity for a Showing Month by providing Buyer Purchaser with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month. (e) If XXXXX CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Contract Quantity for the Shown Unit Unit(s) in any Showing Month, the Parties will shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the XXXX Tool shows that the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies submitted in compliance with BuyerPurchaser’s instruction instructions, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the XXXX Tool and are rejected by CAISO notwithstanding performance of Section 2.1(e) or (ii) Seller fails to submit a Supply Plan for the volume of Expected Contract Quantity for any Showing Month in such amount as instructed by Xxxxx (but not to exceed the Expected Quantity) for the applicable Showing Month. Buyer will have received the Product if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Buyer’s instruction to withhold all or part of the Expected Quantity from Seller’s Supply Plan Purchaser for the applicable Showing Month. Seller will not have failed to deliver the Product Expected Contract Quantity if Buyer Purchaser fails or chooses not to submit the Shown Unit Unit(s) and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (g) The Shown Unit Unit(s) must not have characteristics that would trigger the need for Buyer Purchaser or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer Purchaser to make a compliance filing pursuant to California Public Utilities Code Section 380.1 The Parties agree that the Unit(s) described in Appendix B do not trigger the need for Buyer or Seller to file an advice letter or other request for 1 For example, contracts with Once-Through Cooling resources that terminate one year or less before the State Water Resources Control Board compliance deadline require an advice letter filing under CPUC Decision 00-00-000. authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380. Upon Seller’s request, Buyer will promptly evaluate any Shown Unit identified by Seller and provide written confirmation of whether such Shown Unit would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.380.1