Common use of Fulfillment Clause in Contracts

Fulfillment. To the extent that any orders for REAGENT do not exceed [**] percent ([**]%) of OPHTHOTECH’s initial forecast for a respective CALENDAR QUARTER, and to the extent forecasts and purchase orders are submitted as provided hereunder, NEKTAR shall commence fulfilling these orders no later than: (a) [**] months after the date an order is placed; or (b) any other mutually agreed upon delivery date. If NEKTAR determines that it cannot commence fulfilling an order by the later of [**] months of the date an order is placed or any other agreed upon delivery date, then NEKTAR will promptly notify OPHTHOTECH in writing within [**] business days of such determination. To the extent that such order for REAGENT does not exceed [**] percent ([**]%) of OPHTHOTECH’s forecast for a respective CALENDAR QUARTER, and to the extent that such purchase order is submitted as provided hereunder, the provisions of Section 4.7 apply. Each shipment of REAGENT as of delivery shall have at least [**]% of its initial shelf-life as of the completion of its manufacture remaining.” “4.6 Shipment; Payment of Invoices. NEKTAR shall send invoices to OPHTHOTECH for the REAGENT shipped to OPHTHOTECH no earlier than the date on which the REAGENT is placed aboard the carrier at the point of shipment from the place of manufacture or storage owned or controlled by NEKTAR. All shipments of REAGENT will be delivered to the address set forth in the applicable purchase order. All REAGENT supplied to OPHTHOTECH hereunder shall be delivered to OPHTHOTECH EX WORKS (INCOTERMS 2010) NEKTAR’s manufacturing or storage facility. OPHTHOTECH shall pay all shipping, customs, duties, taxes, freight and insurance charges associated with shipments of REAGENT. All invoices will be in DOLLARS, payable to NEKTAR, at the address provided above or such other address as NEKTAR may from time to time advise OPHTHOTECH. Payment will be due [**] days from receipt of invoice unless acceptance is delayed pursuant to Sections 6.2, 6.3 and 6.4, in which case they shall be due as provided thereunder. Amounts past due shall bear interest at the rate of [**] percent ([**]%) per month, compounded daily, or the maximum rate allowed under law, whichever is less.”

Fulfillment. 3.5.1 To the extent that any orders for the SELECTED REAGENT do not exceed [**] percent ([**]%) of OPHTHOTECH’s COMPANY'S initial forecast for a respective CALENDAR QUARTERgiven calendar quarter, and to the extent forecasts and purchase orders are submitted as provided hereunder, NEKTAR AL shall commence fulfilling fulfill these orders no later thanas follows: (a) each of COMPANY'S purchase orders will specify a date by which COMPANY desires that the ordered quantity of CONFIDENTIAL [**] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. SELECTED REAGENT be shipped; upon NEKTAR AL'S written acceptance of such purchase order, the requested delivery or other delivery date as may be agreed by the PARTIES in writing will be deemed the "DELIVERY DATE" for such order. NEKTAR AL shall use commercially reasonable efforts to ship each such order by the DELIVERY DATE; provided, however, NEKTAR AL will not be obligated to accept a requested DELIVERY DATE for an order that is less than five (5) months after the date such order is placed. For clarity it is acknowledged and agreed that NEKTAR AL shall not ship to COMPANY (unless otherwise agreed) quantities of SELECTED REAGENT to be delivered to COMPANY prior to the requested delivery date for such quantities specified in COMPANY'S corresponding purchase order. At the time of such delivery, NEKTAR AL shall provide COMPANY with a certificate of analysis or "COA" (as further specified in Section 5.1 below and a copy of which is attached to this AGREEMENT as Schedule II) for the supplied quantities of SELECTED REAGENT conforming to the SPECIFICATIONS. If NEKTAR AL cannot fulfill an order within five (5) months after the date an order is placed; placed (or (b) any other mutually agreed upon delivery date. If NEKTAR determines that it cannot commence fulfilling an if the order has been accepted, by the applicable DELIVERY DATE), then NEKTAR AL shall promptly (but in no case later than five (5) business days after becoming aware of [**] months an event of the date an order is placed force majeure or any other agreed upon delivery date, then event that would render NEKTAR will promptly AL unable to fulfill an order that it is required to supply hereunder) so notify OPHTHOTECH COMPANY in writing within [**] business days of such determination. To the extent that such order for REAGENT does not exceed [**] percent ([**]%) of OPHTHOTECH’s forecast for a respective CALENDAR QUARTER, and to the extent that such purchase order is submitted as provided hereunder, the provisions of Section 4.7 apply. Each shipment of REAGENT as of delivery shall have at least [**]% of its initial shelf-life as of the completion of its manufacture remainingwriting.” “4.6 Shipment; Payment of Invoices. NEKTAR shall send invoices to OPHTHOTECH for the REAGENT shipped to OPHTHOTECH no earlier than the date on which the REAGENT is placed aboard the carrier at the point of shipment from the place of manufacture or storage owned or controlled by NEKTAR. All shipments of REAGENT will be delivered to the address set forth in the applicable purchase order. All REAGENT supplied to OPHTHOTECH hereunder shall be delivered to OPHTHOTECH EX WORKS (INCOTERMS 2010) NEKTAR’s manufacturing or storage facility. OPHTHOTECH shall pay all shipping, customs, duties, taxes, freight and insurance charges associated with shipments of REAGENT. All invoices will be in DOLLARS, payable to NEKTAR, at the address provided above or such other address as NEKTAR may from time to time advise OPHTHOTECH. Payment will be due [**] days from receipt of invoice unless acceptance is delayed pursuant to Sections 6.2, 6.3 and 6.4, in which case they shall be due as provided thereunder. Amounts past due shall bear interest at the rate of [**] percent ([**]%) per month, compounded daily, or the maximum rate allowed under law, whichever is less.”

Fulfillment. 3.5.1 To the extent that any orders for the SELECTED REAGENT do not exceed [**] percent ([**]%) of OPHTHOTECH’s COMPANY'S initial forecast for a respective CALENDAR QUARTERgiven calendar quarter, and to the extent forecasts and purchase orders are submitted as provided hereunder, NEKTAR AL shall commence fulfilling fulfill these orders no later thanas follows: (a) each of COMPANY'S purchase orders will specify a date by which COMPANY desires that the ordered quantity of CONFIDENTIAL [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. SELECTED REAGENT be shipped; upon NEKTAR AL'S written acceptance of such purchase order, the requested delivery or other delivery date as may be agreed by the PARTIES in writing will be deemed the "DELIVERY DATE" for such order. NEKTAR AL shall use commercially reasonable efforts to ship each such order by the DELIVERY DATE; provided, however, NEKTAR AL will not be obligated to accept a requested DELIVERY DATE for an order that is less than [*] months after the date such order is placed. For clarity it is acknowledged and agreed that NEKTAR AL shall not ship to COMPANY (unless otherwise agreed) quantities of SELECTED REAGENT to be delivered to COMPANY prior to the requested delivery date for such quantities specified in COMPANY'S corresponding purchase order. At the time of such delivery, NEKTAR AL shall provide COMPANY with a certificate of analysis or "COA" (as further specified in Section 5.1 below and a copy of which is attached to this AGREEMENT as Schedule II) for the supplied quantities of SELECTED REAGENT conforming to the SPECIFICATIONS. If NEKTAR AL cannot fulfill an order within [*] months after the date an order is placed; placed (or (b) any other mutually agreed upon delivery date. If NEKTAR determines that it cannot commence fulfilling an if the order has been accepted, by the applicable DELIVERY DATE), then NEKTAR AL shall promptly (but in no case later than five (5) business days after becoming aware of [**] months an event of the date an order is placed force majeure or any other agreed upon delivery date, then event that would render NEKTAR will promptly AL unable to fulfill an order that it is required to supply hereunder) so notify OPHTHOTECH COMPANY in writing within [**] business days of such determination. To the extent that such order for REAGENT does not exceed [**] percent ([**]%) of OPHTHOTECH’s forecast for a respective CALENDAR QUARTER, and to the extent that such purchase order is submitted as provided hereunder, the provisions of Section 4.7 apply. Each shipment of REAGENT as of delivery shall have at least [**]% of its initial shelf-life as of the completion of its manufacture remainingwriting.” “4.6 Shipment; Payment of Invoices. NEKTAR shall send invoices to OPHTHOTECH for the REAGENT shipped to OPHTHOTECH no earlier than the date on which the REAGENT is placed aboard the carrier at the point of shipment from the place of manufacture or storage owned or controlled by NEKTAR. All shipments of REAGENT will be delivered to the address set forth in the applicable purchase order. All REAGENT supplied to OPHTHOTECH hereunder shall be delivered to OPHTHOTECH EX WORKS (INCOTERMS 2010) NEKTAR’s manufacturing or storage facility. OPHTHOTECH shall pay all shipping, customs, duties, taxes, freight and insurance charges associated with shipments of REAGENT. All invoices will be in DOLLARS, payable to NEKTAR, at the address provided above or such other address as NEKTAR may from time to time advise OPHTHOTECH. Payment will be due [**] days from receipt of invoice unless acceptance is delayed pursuant to Sections 6.2, 6.3 and 6.4, in which case they shall be due as provided thereunder. Amounts past due shall bear interest at the rate of [**] percent ([**]%) per month, compounded daily, or the maximum rate allowed under law, whichever is less.”

Fulfillment. To the extent All sales of Products shall be directly between End User and Company. Company will be responsible for ensuring that any orders each URL provided to Red Hat for REAGENT do not exceed [**] percent ([**]%) of OPHTHOTECH’s initial forecast use in a Promotion or Company Link for a respective CALENDAR QUARTER, and Product takes the user to the extent forecasts and purchase orders are submitted appropriate area within the Company Site. Company will provide to users coming to the Company Site from the Red Hat Site at least the same level of service as provided hereunderis offered to users coming directly to the Company Site. Notwithstanding the foregoing, NEKTAR shall commence fulfilling these orders no later than: in all events Company will use commercially reasonable efforts to (a) [**] months after the date an convey clear and accurate information to users regarding product price, availability, description, shipping charges, order is placed; or policy, return policy, sales tax policy, and other types of information generally offered by Company's competitors, (b) any other mutually agreed upon delivery date. If NEKTAR determines post Company's terms of sale in clear language on a page that it cannot commence fulfilling an order by the later of [**] months of the date an order is placed or any other agreed upon delivery date, then NEKTAR will promptly notify OPHTHOTECH in writing within [**] business days of such determination. To the extent that such order for REAGENT does not exceed [**] percent ([**]%) of OPHTHOTECH’s forecast for a respective CALENDAR QUARTEReasily accessible to all users, and to the extent that such purchase order is submitted as provided hereunder(c) deliver all orders within a reasonable time. IF ANY OF THE STANDARDS SET FORTH ABOVE ARE NOT MET BY COMPANY, the provisions of Section 4.7 applyTHEN RED HAT MAY IMMEDIATELY REMOVE ANY OR ALL LINKS TO THE COMPANY SITE, AT RED HAT'S SOLE DISCRETION, UNTIL COMPANY ADEQUATELY DEMONSTRATES TO RED HAT THAT THE COMPANY'S BUSINESS PRACTICES AND/OR THE COMPANY SITE IS IN FULL COMPLIANCE; PROVIDED, HOWEVER, THAT COMPANY'S FAILURE TO REMEDY SUCH PROBLEM WITHIN 30 DAYS WILL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT. Each shipment of REAGENT as of delivery shall have at least [**]% of its initial shelf-life as of the completion of its manufacture remainingFURTHER, IF THE COMPANY SITE FAILS TO OPERATE FULLY AND FUNCTIONALLY IN ANY MATERIAL RESPECT FOR ANY PERIOD OF SIXTY OR MORE CONSECUTIVE MINUTES, EVEN IF OTHERWISE IN COMPLIANCE WITH THE PERFORMANCE STANDARDS, RED HAT MAY IMMEDIATELY REMOVE ANY OR ALL LINKS TO THE COMPANY SITE AT RED HAT'S SOLE DISCRETION UNTIL SUCH TIME AS COMPANY NOTIFIES RED HAT THAT SUCH COMPANY SITE HAS RESUMED ACCEPTABLE OPERATION. THESE REMEDIES ARE FOR RED HAT'S EDITORIAL PURPOSES AND IN NO WAY LIMIT RED HAT'S ABILITY TO TERMINATE THIS CONTRACT OR PURSUE ANY OTHER REMEDIES HEREUNDER IN THE EVENT THE PERFORMANCE STANDARDS SET FORTH HEREIN ARE NOT MET.” “4.6 Shipment; Payment of Invoices. NEKTAR shall send invoices to OPHTHOTECH for the REAGENT shipped to OPHTHOTECH no earlier than the date on which the REAGENT is placed aboard the carrier at the point of shipment from the place of manufacture or storage owned or controlled by NEKTAR. All shipments of REAGENT will be delivered to the address set forth in the applicable purchase order. All REAGENT supplied to OPHTHOTECH hereunder shall be delivered to OPHTHOTECH EX WORKS (INCOTERMS 2010) NEKTAR’s manufacturing or storage facility. OPHTHOTECH shall pay all shipping, customs, duties, taxes, freight and insurance charges associated with shipments of REAGENT. All invoices will be in DOLLARS, payable to NEKTAR, at the address provided above or such other address as NEKTAR may from time to time advise OPHTHOTECH. Payment will be due [**] days from receipt of invoice unless acceptance is delayed pursuant to Sections 6.2, 6.3 and 6.4, in which case they shall be due as provided thereunder. Amounts past due shall bear interest at the rate of [**] percent ([**]%) per month, compounded daily, or the maximum rate allowed under law, whichever is less.”