Common use of Success Criteria; Commercial Supply Clause in Contracts

Success Criteria; Commercial Supply. (a) If the 60-Leaf MLCs delivered pursuant to Section 2.1(a)(iv) conform to the Specifications and are the subject of ViewRay Acceptance, then (i) ViewRay shall purchase its [***] 60-Leaf MLCs from 3D Line and (ii) for a period of five (5) [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. years from the date ViewRay takes delivery of [***] 60-Leaf MLCs from 3D Line, ViewRay will provide 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs on the terms and conditions to be set forth in a Supply Agreement to be negotiated, executed and delivered by the parties after the Effective Date (the Supply Agreement). Attached hereto as Attachment 2 is a term sheet that sets forth certain of the terms that the parties have agreed will be incorporated into the Supply Agreement. Upon execution and delivery by the parties of the Supply Agreement, the Supply Agreement shall supersede all of the terms and provisions of Attachment 2. (b) If the 60-Leaf MLCs delivered pursuant to Section 2.1(a)(iv) do not conform to the Specifications or if ViewRay and 3D Line determine during the course of the Program that the results of the Program are unsatisfactory; which determination shall be made with reference to the prospects for realizing 60-Leaf MLCs that meet the Specifications then in each case they may mutually agree to terminate the Program under Section 9.2(b). If the parties do not agree with respect to termination of the Program, they shall resolve such dispute using the procedure specified in Section 10.2(a)-(b). (c) It is understood and agrees that the 60-Leaf MLCs delivered pursuant to Section 2.1(a)(iv) shall not conform to the Specifications for purposes of this Section 2.5 and that accordingly ViewRay shall not be obligated to observe the provisions of Section 2.5(a) with respect to purchasing its [***] 60-Leaf MLCs from 3D Line or providing 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs under Attachment 2 or the Supply Agreement. Notwithstanding the foregoing, 3D Line shall be obligated to supply if ViewRay and 3D Line mutually agree upon terms for 3D Line to manufacture and deliver three (3) 60-Leaf MLCs, the provisions of Section 2.5(a) with respect to ViewRay purchasing its initial [***] 60-Leaf MLCs from 3D Line and providing 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs under Attachment 2 or the Supply Agreement shall take effect.”

Success Criteria; Commercial Supply. (a) If the 60-Leaf MLCs delivered pursuant to Section 2.1(a)(iv) conform to the Specifications and are the subject of ViewRay Acceptance, then (i) ViewRay shall purchase its initial [***] 60-Leaf MLCs from 3D Line and (ii) for a period of five (5) [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. years from the date ViewRay takes delivery of [***] 60-Leaf MLCs from 3D Line, ViewRay will provide 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs on the terms and conditions to be set forth in a Supply Agreement to be negotiated, executed and delivered by the parties after the Effective Date (the Supply Agreement). Attached hereto as Attachment 2 is a term sheet that sets forth certain of the terms that the parties have agreed will be incorporated into the Supply Agreement. Upon execution and delivery by the parties of the Supply Agreement, the Supply Agreement shall supersede all of the terms and provisions of Attachment 2. (b) If the 60-Leaf MLCs delivered pursuant to Section 2.1(a)(iv2.1(a)(ii) do not conform to the Specifications or if ViewRay and 3D Line determine during the course of the Program that the results of the Program are unsatisfactory; which determination shall be made with reference to the prospects for realizing 60-Leaf MLCs that meet the Specifications then in each case they may mutually agree to terminate the Program under Section 9.2(b). If the parties do not agree with respect to termination of the Program, they shall resolve such dispute using the procedure specified in Section 10.2(a)-(b). (c) It is understood and agrees that the 60-Leaf MLCs delivered pursuant to Section 2.1(a)(iv) shall not conform to the Specifications for purposes of this Section 2.5 and that accordingly ViewRay shall not be obligated to observe the provisions of Section 2.5(a) with respect to purchasing its . [***] 60-Leaf MLCs from 3D Line or providing 3D Line Certain information in this document has been omitted and filed separately with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs under Attachment 2 or the Supply AgreementSecurities and Exchange Commission. Notwithstanding the foregoing, 3D Line shall be obligated to supply if ViewRay and 3D Line mutually agree upon terms for 3D Line to manufacture and deliver three (3) 60-Leaf MLCs, the provisions of Section 2.5(a) Confidential treatment has been requested with respect to ViewRay purchasing its initial [***] 60-Leaf MLCs from 3D Line and providing 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs under Attachment 2 or the Supply Agreement shall take effectomitted portions.”

Success Criteria; Commercial Supply. (a) If the 60-Leaf [***] MLCs delivered pursuant to Section 2.1(a)(iv) conform to the Specifications and are the subject of ViewRay Acceptance, then (i) ViewRay shall purchase its [***] 60-Leaf MLCs from 3D Line and (ii) for a period of five (5) [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. years from the date ViewRay takes delivery of [***] 60-Leaf MLCs from 3D Line, ViewRay will provide 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs [***] on the terms and conditions to be set forth in a Supply Agreement to be negotiated, executed and delivered by the parties after the Effective Date (the Supply Agreement). Attached hereto as Attachment 2 is a term sheet that sets forth certain of the terms that the parties have agreed will be incorporated into the Supply Agreement. Upon execution and delivery by the parties of the Supply Agreement, the Supply Agreement shall supersede all of the terms and provisions of Attachment 2. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) If the 60-Leaf [***] MLCs delivered pursuant to Section 2.1(a)(iv) do not conform to the Specifications or if ViewRay and 3D Line determine during the course of the Program that the results of the Program are unsatisfactory; which determination shall be made with reference to the prospects for realizing 60-Leaf [***] MLCs that meet the Specifications then in each case they may mutually agree to terminate the Program under Section 9.2(b). If the parties do not agree with respect to termination of the Program, they shall resolve such dispute using the procedure specified in Section 10.2(a)-(b). (c) It is understood and agrees that the 60-Leaf [***] MLCs delivered pursuant to Section 2.1(a)(iv) shall not conform to the Specifications for purposes of this Section 2.5 and that accordingly ViewRay shall not be obligated to observe the provisions of Section 2.5(a) with respect to purchasing its [***] 60-Leaf MLCs from 3D Line or providing 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs [***] under Attachment 2 or the Supply Agreement. Notwithstanding the foregoing, 3D Line shall be obligated to supply if ViewRay and 3D Line mutually agree upon terms for 3D Line to manufacture and deliver three (3) 60-Leaf [***] MLCs, the provisions of Section 2.5(a) with respect to ViewRay purchasing its initial [***] 60-Leaf MLCs from 3D Line and providing 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs [***] under Attachment 2 or the Supply Agreement shall take effect.”

Success Criteria; Commercial Supply. (a) If the 60-Leaf [***] MLCs delivered pursuant to Section 2.1(a)(iv) conform to the Specifications and are the subject of ViewRay Acceptance, then (i) ViewRay shall purchase its [***] 60-Leaf MLCs from 3D Line and (ii) for a period of five (5) years from the date ViewRay takes delivery of [***] MLCs from 3D Line, ViewRay will provide 3D Line with a right of first offer to supply ViewRay’s requirements for [***] MLCs on the terms [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. years from the date ViewRay takes delivery of [***] 60-Leaf MLCs from 3D Line, ViewRay will provide 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs on the terms and conditions to be set forth in a Supply Agreement to be negotiated, executed and delivered by the parties after the Effective Date (the Supply Agreement). Attached hereto as Attachment 2 is a term sheet that sets forth certain of the terms that the parties have agreed will be incorporated into the Supply Agreement. Upon execution and delivery by the parties of the Supply Agreement, the Supply Agreement shall supersede all of the terms and provisions of Attachment 2. (b) If the 60-Leaf [***] MLCs delivered pursuant to Section 2.1(a)(iv) do not conform to the Specifications or if ViewRay and 3D Line determine during the course of the Program that the results of the Program are unsatisfactory; which determination shall be made with reference to the prospects for realizing 60-Leaf [***] MLCs that meet the Specifications then in each case they may mutually agree to terminate the Program under Section 9.2(b). If the parties do not agree with respect to termination of the Program, they shall resolve such dispute using the procedure specified in Section 10.2(a)-(b). (c) It is understood and agrees that the 60-Leaf [***] MLCs delivered pursuant to Section 2.1(a)(iv) shall not conform to the Specifications for purposes of this Section 2.5 and that accordingly ViewRay shall not be obligated to observe the provisions of Section 2.5(a) with respect to purchasing its [***] 60-Leaf MLCs from 3D Line or providing 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf [***] MLCs under Attachment 2 or the Supply Agreement. Notwithstanding the foregoing, 3D Line shall be obligated to supply if ViewRay and 3D Line mutually agree upon terms for 3D Line to manufacture and deliver three (3) 60-Leaf [***] MLCs, the provisions of Section 2.5(a) with respect to ViewRay purchasing its initial [***] 60-Leaf MLCs from 3D Line and providing 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf [***] MLCs under Attachment 2 or the Supply Agreement shall take effect.”

Success Criteria; Commercial Supply. (a) If the 60-Leaf [***] MLCs delivered pursuant to Section 2.1(a)(iv) conform to the Specifications and are the subject of ViewRay Acceptance, then (i) ViewRay shall purchase its initial [***] 60-Leaf MLCs from 3D Line and (ii) for a period of five (5) [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. years from the date ViewRay takes delivery of [***] 60-Leaf MLCs from 3D Line, ViewRay will provide 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf [***] MLCs on the terms and conditions to be set forth in a Supply Agreement to be negotiated, executed and delivered by the parties after the Effective Date (the Supply Agreement). Attached hereto as Attachment 2 is a term sheet that sets forth certain of the terms that the parties have agreed will be incorporated into the Supply Agreement. Upon execution and delivery by the parties of the Supply Agreement, the Supply Agreement shall supersede all of the terms and provisions of Attachment 2. (b) If the 60-Leaf [***] MLCs delivered pursuant to Section 2.1(a)(iv2.1(a)(ii) do not conform to the Specifications or if ViewRay and 3D Line determine during the course of the Program that the results of the Program are unsatisfactory; which determination shall be made with reference to the prospects for realizing 60-Leaf [***] MLCs that meet the Specifications then in each case they may mutually agree to terminate the Program under Section 9.2(b). If the parties do not agree with respect to termination of the Program, they shall resolve such dispute using the procedure specified in Section 10.2(a)-(b). (c) It is understood and agrees that the 60-Leaf MLCs delivered pursuant to Section 2.1(a)(iv) shall not conform to the Specifications for purposes of this Section 2.5 and that accordingly ViewRay shall not be obligated to observe the provisions of Section 2.5(a) with respect to purchasing its [***] 60-Leaf MLCs from 3D Line or providing 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs under Attachment 2 or the Supply Agreement. Notwithstanding the foregoing, 3D Line shall be obligated to supply if ViewRay and 3D Line mutually agree upon terms for 3D Line to manufacture and deliver three (3) 60-Leaf MLCs, the provisions of Section 2.5(a) with respect to ViewRay purchasing its initial [***] 60-Leaf MLCs from 3D Line and providing 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs under Attachment 2 or the Supply Agreement shall take effect.”

Success Criteria; Commercial Supply. (a) If the 60-Leaf [***] MLCs delivered pursuant to Section 2.1(a)(iv) conform to the Specifications and are the subject of ViewRay Acceptance, then (i) ViewRay shall purchase its initial [***] 60-Leaf MLCs from 3D Line and (ii) for a period of five (5) [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. years from the date ViewRay takes delivery of [***] 60-Leaf MLCs from 3D Line, ViewRay will provide 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs [***] on the terms and conditions to be set forth in a Supply Agreement to be negotiated, executed and delivered by the parties after the Effective Date (the Supply Agreement). Attached hereto as Attachment 2 is a term sheet that sets forth certain of the terms that the parties have agreed will be incorporated into the Supply Agreement. Upon execution and delivery by the parties of the Supply Agreement, the Supply Agreement shall supersede all of the terms and provisions of Attachment 2. (b) If the 60-Leaf [***] MLCs delivered pursuant to Section 2.1(a)(iv2.1(a)(ii) do not conform to the Specifications or if ViewRay and 3D Line determine during the course of the Program that the results of the Program are unsatisfactory; which determination shall be made with reference to the prospects for realizing 60-Leaf [***] MLCs that meet the Specifications then in each case they may mutually agree to terminate the Program under Section 9.2(b). If the parties do not agree with respect to termination of the Program, they shall resolve such dispute using the procedure specified in Section 10.2(a)-(b). (c) It is understood and agrees that the 60-Leaf MLCs delivered pursuant to Section 2.1(a)(iv) shall not conform to the Specifications for purposes of this Section 2.5 and that accordingly ViewRay shall not be obligated to observe the provisions of Section 2.5(a) with respect to purchasing its [***] 60-Leaf MLCs from 3D Line or providing 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs under Attachment 2 or the Supply Agreement. Notwithstanding the foregoing, 3D Line shall be obligated to supply if ViewRay and 3D Line mutually agree upon terms for 3D Line to manufacture and deliver three (3) 60-Leaf MLCs, the provisions of Section 2.5(a) with respect to ViewRay purchasing its initial [***] 60-Leaf MLCs from 3D Line and providing 3D Line with a right of first offer to supply ViewRay’s requirements for 60-Leaf MLCs under Attachment 2 or the Supply Agreement shall take effect.”