* Confidential Treatment Requested. The redacted material has been separately filed with theSecurities and Exchange Commission.THIS TOLL MANUFACTURING AGREEMENT, dated as of December 1, 2008, by and between**SOLARFUNPower Hong Kong Limited,** established and existing under the laws of the CompaniesOrdinance Hong Kong, with offices at Unit D 11/F, Seabright Plaza 9-23 Shell Street, North PointHong Kong **(*“SOLARFUN”*)**  and**Q-CellsInternational GmbH, (*“QCI”*)** established and existing under the laws of Germany with officesat OT Thalheim, Guardianstraße 16, 06766 Bitterfeld-Wolfen, Germany.This Toll Manufacturing Agreement will be referred to hereinafter as the “Agreement”.Throughout the course of this Agreement, both SOLARFUN and QCI may occasionally be referred toindividually as a ***“Party”*** or collectively asthe ***“Parties”.***WHEREAS(1) QCI is an established supplier of silicon based solar cells and is also interested in thebusiness of providing to its customers solar energy system solutions based on silicon basedsolar modules.(2) SOLARFUN is an established supplier of solar modules to customers dealing with solar energysystem solutions.(3) QCI will provide to SOLARFUN solar cells**(*“Cells”*)** to be assembled into solar modules**(*“Modules”*)** and QCI will purchase from SOLARFUN Modules at the agreed quantity, schedule andprice as specified in this Agreement.(4) The Parties agree to start cooperation where SOLARFUN will use the services of themanufacturing entity Jiangsu Linyang SOLARFUN Co., Ltd. located inthe city of Qidong, JiangsuProvince, China for the production of such solar modules**(*“SOLARFUN’s Facilities”*)**.(5) The Parties believe that close cooperation between the Parties will lead to great benefits toboth Parties. From this initial cooperation both Parties will study further areas ofcooperation.NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereinafter setforth, the Parties hereto agree on the following terms of this Agreement for the toll manufacturingof the Modules utilizing the said Cells.
 
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* Confidential Treatment Requested. The redacted material has been separately filed with theSecurities and Exchange Commission.**§ 1. Subject Matter of the Agreement**(1) QCI commits to the timely delivery of Cells to SOLARFUN.(2) SOLARFUN will manufacture the Modules with the Cells provided by QCI. Other materials andparts (e.g. glass, cables, frames, etc.) needed for the assembly of the Modules will beprovided by SOLARFUN.(3) The technical specifications of the Modules and Cells are listed in Attachment 1 — ModuleSpecifications and Attachment 2 — Cell Specifications, respectively. QCI reserves the right tochange their Cell Specifications or to deliver other types of Cells with prior written noticeto SOLARFUN.SOLARFUN and QCI reserve the right to improve the Modules and either SOLARFUN or QCI maysuggest to the other any required change in their technical specifications of the Modules. Anychange of the technical specifications of the Modules requires the prior written consent ofboth Parties. The Parties shall not withheld their consent without good cause.(4) This toll-manufacturing contract is additional and is independent from any other supplyagreements between the Parties, and the contractual deliveries set forth in this contract areadditional and are independent from any other supplyagreement(s).**§ 2. Validity, Contract Period, Termination**(1) This Agreement comes into effect [*] but under the condition precedent thatthe supervisory board of Q-Cells SE gives its approval for signing this Agreement. If theapproval of the supervisory board of Q-Cells SE is not given [*], theAgreement will not come into effect. The Agreement will be in force for two (2) years untilDecember 31, 2010 **(*“Term”*)**. QCI is granted an option to extend this contract for another yearuntil December 31, 2011 at terms to be negotiated and reflecting the fact that by this pointmachinery and buildings dedicated to the QCI volumes [*]. Thisoption expires on [*].This Agreement will expire on this expiration date of December 31, 2010, without any furtherrequirement for notice of termination, unless QCI exercises its option and an agreement can bereached.(2) If either Party materially breaches this Agreement, the Agreement may be terminated prior tothe expiration of its Term by the other Party by giving a written notice of its intent toterminate and stating the grounds therefore (the “Termination Notice”).
 
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* Confidential Treatment Requested.The redacted material has been separately filed with the Securities and Exchange Commission.The Party receiving the Termination Notice shall have [*] days from the date ofreceipt thereof to cure the specified breach or failure (***“Cure Period”***). In the eventsuch specified breach or failure is cured within the Cure Period in accordance with theprovisions of this Agreement, the Termination Notice shall have no further effect. In the eventsuch specified breach or failure is not cured within the Cure Period, then the non-breachingparty may immediately issue a written notice stating that the Agreement is terminated.(3) Providing that QCI has provided to SOLARFUN all the Cells as scheduled and compliedwith all of QCI’s obligations under this Agreement, SOLARFUN will be in material breach of thisAgreement if: (a) the Modules are not supplied within [*] days after the delivery ofthe Cells to SOLARFUN’s Facilities; or (b) in [*] the delivered Modulesfall below [*] percent of applicable purchase orders and SOLARFUN is the cause for thisshortage; or (c) The Modules conforming to the technical specifications of Attachment 1 —Module Specifications are not supplied to QCI in accordance with the agreed quality for aperiod of [*].(4) QCI will be in material breach of this Agreement in the event that: (a) QCI fails to pay forany invoice issued by SOLARFUN within [*] days after the due date provided in theinvoice; or (b) the Cells conforming to the technical specifications of Attachment 2 — CellSpecifications are not supplied to SOLARFUN in accordance with the agreed quality; quantityand schedule for a period of [*], [*] [*]. Termination due to material breach of this Agreement by QCI shall not releaseQCI [*].**§ 3. Cell Quantity and Schedule**(1) The Cells shall be delivered to SOLARFUN’s Facilities according to the quantity andschedule as provided in Attachment 3 — Supply Plan, Delivery Dates and Delivery Address.In this Agreement, the term “MW” shall mean mega watt.a. In handling the Cells and Modules during the manufacturing process, Solarfunis responsible to ensure that between the arrival of the Cells at SOLARFUN’s facilities and thehanding over of the Modules to QCI at the shipment port, [*]. For the avoidance of doubt, SOLARFUN is responsible only for[*] that occurs within its area of responsibility, with each Party’s areas ofresponsibility further detailed below:**QCI** **•** The specification of which materials to use for the Modules (inaccordance with [*] in Attachments 7 and 8, respectively)  **•** Supply of Cells for the manufacturing of the Modules**SOLARFUN** **•** Purchase of materials according to QCI’s specifications  **•** Manufacturing and workmanship of the Modules
 
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* Confidential Treatment Requested. The redacted material has been separately filed with theSecurities and Exchange Commission.b. Based on these areas of responsibility, [*]provided by QCells are specifically excluded from SOLARFUN’sarea of responsibility, but only as long as those characteristics are proven [*].c. The Parties understand that [*]referenced in the above paragraphis to be considered as a target (“Target”), and thisTarget will be mutually re-evaluated by theParties [*] to determine if it needs to beadjusted (the [*]). For the avoidance of doubt, the Parties agree thatimprovements to this [*] are the primary responsibility ofSOLARFUN.d. At the latest [*] after the first production run, the Parties will re-evaluate theTarget with the aim of confirming that the Target can and should be [*] exceed the yet to be determined threshold Target (as mentioned, the aim atthis [*] Re-evaluation is to confirm that the Target can and should be [*], which assumesthat the experiences [*], and also assumes that the Monthly Re-evaluations have not caused the Partiesto come to a different conclusion)) SOLARFUN will [*] between QCI and SOLARFUN, and [*] at the time of reevaluation — it is understood that this [*]is brought in line with the Target.(2) QCI will be responsible for the [*], SOLARFUN shall [*] upon request to QCI, with theexpenses [*].(3) SOLARFUN agrees to carefully store the provided Cells separately from other materials withoutincurring additional cost for QCI. SOLARFUN agrees to insure the provided Cells on its ownexpense against loss, fire damage, theft, and storm and water damage.SOLARFUN assigns all its future insurance claims regarding the Cells to QCI and undertakes toprovide QCI with a statement form / other document from the insurance company, which states thatall payments from the insurance for compensation for damage to the Cells will be made to QCI. [*].(4) QCI shall have the right to request for an increase in the monthly volume by no more than [*] as long as [*].QCI shall submit such request in writing to SOLARFUN no later than [*] days before the required shipment date from Shanghai.
 
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* Confidential Treatment Requested. The redacted material has been separately filed with theSecurities and Exchange Commission.(5) SOLARFUN shall have the right to reduce the agreed monthly volume by no more than[*] without such reduction being considered as breach of contract [*].SOLARFUN must notify QCI of such a shortfall in writing atleast [*] days prior to the scheduled shipment date. (6) For avoidance of doubt, QCI’s failure to provide the Cells shall not excuseQCI from [*]. **§ 4.**** ****Module Deliveries**(1) SOLARFUN shall deliver the scheduled Modules to Shanghai’s port within [*] daysafter the delivery of the Cells to SOLARFUN’s Facilities. Parties realize the significantworking capital impact arising from this point and will work jointly on transport andproduction arrangements to bring this value down significantly during the term of thisagreement. (2) In case of late delivery of the Cells (as against the delivery schedule in Attachment3, which is intended to create a continuous and smooth flow of delivery of Cells andreturn of Modules), SOLARFUN will be entitled to postpone the delivery of the Modules for [*].   If there is a delay in delivery of the Cells and then a subsequent delivery of substantiallyincreased volumes of Cells to make up for that delay, QCI and SOLARFUN will [*], noting that the production lines can onlyproduce a certain number of Modules in a given time, and that, as a result, the [*] dayturn-around time for Modules from Cells per section 4(1) may not beachievable. (3) If QCI fails to deliver the Cells as required by this Agreement, and the delay exceeds morethan [*] days, QCI shall be in material breach of this Agreement as specified insection 2. (4) The Parties understand that the successful completion of the certification process isdependent on the Joint effort and responsibility of both QCI and SOLARFUN. In the event thatcertification to IEC 61215 is not completed as scheduled by[*] for reasons notattributable to SOLARFUN, [*].
 
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* Confidential Treatment Requested. The redacted material has been separately filed with theSecurities and Exchange Commission.(5) In the event that certification to IEC 61215 is obtained [*], but certification toUL 1703 has not yet been obtained, [*]. If certification to UL 1703 has not been obtained [*].QCI’s delivery of Cells and SOLARFUN’s production of Modules [*] (this schedule isfurther detailed in Attachment 3 — Supply Plan-Delivery Dates and Delivery Address).Certification institute for UL 1703 shall be Underwriter Laboratories (UL).(6) The Parties understand that due to the possibility of certain Module materials being oflimited availability, the Modules delivered by SOLARFUN may [*]. SOLARFUN guarantees aminimum of [*] of annual deliveries [*]. **§ 5.**** ****Ownership of the Cells and Modules; Transfer of Risk**(1) The Cells provided by QCI will continue to be owned by QCI even after they have beendelivered to SOLARFUN. The Parties agree that the processing of the Cells into Modules will beperformed for QCI by SOLARFUN as the manufacturer. SOLARFUN combines the Cells provided by QCIwith other materials to manufacture the Modules. QCI will become the owner of the resultingcombination, if SOLARFUN combines the cells provided by QCI with other materials to establishnew modules. (2) SOLARFUN agrees to carefully store the provided cells separately from other materials ofSOLARFUN without incurring additional cost for QCI. SOLARFUN agrees to insure the providedsolar cells on its own expense against loss, fire damage, theft, storm, water and othernatural hazards, which can normally be insured against. SOLARFUN assigns all its futureinsurance claims to QCI and undertakes to provide QCI with a statement form / Other documentfrom the insurance company, which states that all payments that relate to the provided cellswill exclusively be made to QCI. (3) The risk of loss regarding the Modules shall pass to QCI upon [*]. **§ 6.**** ****Periodical Reports**(1) Each Party shall provide to the other Party [*] of the deliveryschedule, i.e. QCI shall provide forecasts of the delivery schedule of the Cells and SOLARFUNshall provide forecasts for the delivery schedule of the Modules. The receiving Party shallissue its confirmation of receipt of the forecasts no later than [*] after receipt ofsuch forecasts. (2) Within [*] of the shipment of the Cells/Modules, the sending Party shallnotify the other Party of the expected date of arrival.
 
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* Confidential Treatment Requested.The redacted material has been separately filed with the Securities and Exchange Commission.(3) Without limiting the injured Party’s right for late delivery fees as provided in section 11below, if either Party becomes aware of any circumstances that may cause it to materially failto fulfill its obligation to deliver such quantities (for instance shortage of a necessary rawmaterial required for production) and the said Party cannot overcome such failure despite useof commercially reasonable efforts, it shall give prompt written notice to the other Partydescribing such circumstances, together with a proposed course of action. The delayed Partyshall keep the other regularly updated of the situation, including providing informationregarding anticipated deliveries and when the situation will be rectified. (4)  SOLARFUN shall notify QCI [*] by issuing a ***ReadinessCertificate*****.** The Readiness Certificate shall list thefollowing information: a. The number of Modules ready for delivery, [*].  b. Number of pallets to be shipped and respective shipment reference number.  c. Data regarding [*].  d. The quantity of Cells that have not been used.(5) SOLARFUN agrees to provide QCI [*] with a written inventory statussigned by an authorized person. The inventory status shall include: a. A list of all Cells in SOLARFUN’s possession. The list must also include acumulative inventory of all Cells from all deliveries and those which are currentlyin the manufacturing process.  b. A list of all Modules produced from the Cells provided, but which have not yet beenreported in the Readiness Certificate.  c. A list of all Modules produced from the Cells provided, which have been reportedin the Readiness Certificate.  d. A list of all Modules produced from the Cells provided, which are ready for pick-up. **§ 7.**** ****Packing, and Delivery of the Cells and Modules**(1) [*] to SOLARFUN’s Facilities (C.I.P. to 666Linyang Rd, Qidong City, Jiangsu Province) [*].
 
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* Confidential Treatment Requested.The redacted material has been separately filed with the Securities and Exchange Commission.(2) The Cell’s packing requirements are provided inAttachment 4 — Delivery units and Packagingof Cells to this Agreement. [*] (3) [*] to Shanghai’s port (F.O.B.Shanghai’s Port [*] (4) The Modules will be packaged [*] by SOLARFUN at SOLARFUN’sFacilities. Only one type of Module (one performance class) shall be placed in eachcontainer. Prior to packaging [*] SOLARFUN will storeQCI’s Modules separate from modules designated for other customers. (5) [*] in accordance with Attachment 9 — Packaging ofModules shall be [*]. (6) In addition to the Readiness Certificate that will be prepared per section 6(4), SOLARFUNwill separately inform QCI immediately in writing after a container load with Modules has beenmanufactured and is ready for shipment to Shanghai’s port.QCI will arrange the pickup of the Modules at Shanghai’s port within [*] afterreceipt of the Readiness Certificate. (7) If the Modules are not picked up within [*] after receipt of the ReadinessCertificate by QCI [*]. SOLARFUN agrees to storethese Modules and to store them separate from other modules of SOLARFUN. **§ 8.**** ****Quality of Cells and Modules**(1) The solar cells delivered by QCI will be processed “genuine” (depending on and categorized byefficiency) by SOLARFUN, which means that cells of different performance / efficiencyclassifications cannot be used within the same module. Deviations from this policy are onlypossible through explicit direction of QCI. (2) Modules will be evaluated in accordance with the valuationcriteria shown in Attachment 6  — Valuation Criteria of Modules. (3) Each Module will receive a unique, laminated serial number and will be measured for poweroutput by SOLARFUN before shipment. Upon completion of every full container load, themeasuring data (or the “flash data”) will be made available to QCI [*]. (4) The final, determinative accounting of [*] will be summarized in the Inventory List.The information will[*] designated person at QCI.
 
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* Confidential Treatment Requested.The redacted material has been separately filed with the Securities and Exchange Commission.(5) If the [*]. (6) Every Module will be labeled per Attachment 10 — Product Label. **§ 9.**** ****Technical Cooperation**  Both Parties recognize [*] and agree herewith the following. (1) Parties will cooperate [*]. a. This [*].  b. In order to achieve the implementation of [*], Parties will cooperate in[*] to the extent that each Party sees it makes economic sense.  c. Parties will share information relevant [*], as long as this is notrestricted by pre-existing agreements with other stakeholders, and as long as it isreasonable for the respective Party.  d. It is understood that [*] are confidential between theParties. New information that results from production [*] isalso confidential in the same way as [*] themselves, and such newinformation may be used by either Party for further use in their business activities onlywith the prior written consent of the other Party in each single case of use. It is alsounderstood, however, that the underlying information [*] that wasprovided by and belongs to a respective Party continues to belong to that Partyirrespective of its inclusion [*], and may be used by that Party attheir discretion.  e. [*] per calendar year a meeting will be organized between experts from Parties to[*].(2) QCI and SOLARFUN will review the Module production process on a [*] basis with theobjective to identify opportunities for improving the durability of the Modules.
 
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* Confidential Treatment Requested.The redacted material has been separately filed with the Securities and Exchange Commission.(3) QCI will [*] based onrandom sampling of SOLARFUN-produced Modules and help SOLARFUN in improving its processeswhere necessary and if reasonable for QCI. If required and reasonable for QCI, QCI willsupport SOLARFUN in the selection process of own testing equipment.(4) QCI will support SOLARFUN to improve and optimize the lamination process for [*].(5) QCI and SOLARFUN will work together [*].(6) Any invention or development derived during the course of production of the Modules shall bedeemed as the [*].(7) The Parties acknowledge that the Technical Information provided by either Party may also besubject to legal protection as invention patents, utility models, trademarks, confidentialknow-how and other Intellectual Property rights (***“IPR”***).(8) The Parties acknowledge the respective Party’s IPR as provided in Attachment 12 tothis Agreement. (9) Technical Information disclosed by either Party to the other Party shall not be regarded as alicense to use the disclosed IPR for any other purpose then for the production of Modules forQCI.(10) The term Technical Information includes but is not limited to, technical specifications,service manual, circuit diagrams, software and other information necessary for the productionof the Modules and the Cells (***“Technical Information”***).(11) QCI grants to SOLARFUN [*].(12) QCI grants to SOLARFUN [*].**§ 10. Price and Payment Terms**(1) The agreed price for the manufacturing of the Modules is provided in Attachment5 — Prices. (2) The price does not include value added tax which will be added if applicable.
 
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* Confidential Treatment Requested.The redacted material has been separately filed with theSecurities and Exchange Commission.(3) SOLARFUN will send QCI an invoice upon issuance of the Readiness Certificate. QCI shallcomplete payment by wire transfer to SOLARFUN’s bank account within [*] uponpresentation of the following transportation documents: [*] (4) SOLARFUN’s bank information:     Beneficiary: Jiangsu Linyang SOLARFUN Co., Ltd. Billing address: Please provide input A/C No: 1745745004 Beneficiary Bank: Citibank (China) Co., Ltd. Shanghai Branch Bank Address: 33F Citigroup Tower   No. 33 Hua Yuan Shi Qiao Road Lu Jia Zui Finance   and Trade Zone   Shanghai, 200120, P.R. China SWIFT Add. CITICNSX Intermediary Bank: Citibank N.A. New York SWIFT Add. CITIUS33**§11. Delays**(1) QCI has the right to damages based on delivery delays, if SOLARFUN is more than [*] indelay with the delivery of Modules, provided that QCI supplies Cells conforming toAttachment 2 — Cell Specifications and per Attachment3 — Supply Plan, DeliveryDates and Delivery Address.(2) SOLARFUN has the right to damages based on delivery delays in the event SOLARFUN is unable todeliver Modules for a period of more than [*] past the original scheduled due dateas a result of [*].(3) In addition to the above, any late payment shall bear an interest rate of [*]% per year.**§ 12. Return Procedure for Defective Materials**WHEREAS it is agreed that SOLARFUN is a manufacturer only of the Modules for QCI, and SOLARFUNis responsible only for its areas of responsibility as further described in section 3(1). As aresult, is not responsible for defects and / or power capability in relation to the Cellsdelivered by QCI to SOLARFUN.(1) [*] shall be made by QCI inaccordance with sound business practice upon the delivery of the Module, and in no case laterthan [*] after delivery at QCI’S construction site. QCI shall informSOLARFUN promptly in case of any obvious damages or other obvious defects to the Modulewhich QCI discovers [*].
 
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* Confidential Treatment Requested.The redacted material has been separately filed with theSecurities and Exchange Commission.(2) If the Module does not meet the Module specifications per Attachments 1 — ModuleSpecifications and Attachment 6 — Valuation Criteria of Modules,QCI shall notify SOLARFUN inwriting without undue delay after the detection and, together with the notification, submitdocumentary evidence whereupon [*].(3) SOLARFUN shall replace the Modules or refund QCI including all costs and expenses, no laterthan [*] after QCI completes its inspection andconfirms the defect. [*] In the event both Parties cannot reachan agreement on the quality of the Modules, then the dispute resolution procedures outlined insection 15 herein should be followed.**§ 13. Warranty**(1) SOLARFUN shall guarantee the performance of the Modules in accordance with the warranty termsattached in Attachment 11 — Manufacturer’s Guarantee (the “Manufacturer’s Guarantee”)and to the extent the performance (or lack thereof) relates to SOLARFUN’s areas ofresponsibility as described in section 3(1). It does not guarantee the performance of theModules to the extent that the performance (or lack thereof) is related to QCI’s areas ofresponsibility as described in section 3(1). As needed, the test criteria established in IEC61215 and UL 1703 will be used for the assessment of the Manufacturer’s Guarantee.(2) In addition to the Manufacturer’s Guarantee, the following is agreed:a. SOLARFUN does not assume any responsibility for defects in the Modules which derive from orare related to any malfunction of the Cells provided by QCI, [*].b. The Parties acknowledge that the Cells are provided by QCI, and that the design of theModules has been qualified/approved by QCI, therefore, SOLARFUN’S obligation for all warrantiesexpressed in Attachment 11 — Manufacturer’s Guarantee are [*].c. The Parties acknowledge that the end user of the Modules in all cases is acustomer of QCI. The Parties further acknowledge that QCI, rather than Solarfun, is privy tothe agreements that QCI signs with the end user [*]. In light of this, it is agreed [*].QCI will liaise with Solarfun on these claims to determine (1)the allocation of responsibility between QCI and Solarfun per Section 3(l)(a) of thisAgreement, and 2) the solution to be offered by Solarfun under the obligations from thisContract and the Manufacturer’s Gauarantee included herein. AtQCI’s indication Solarfun willprovide this solution to either QCI or the End User.
 
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* Confidential Treatment Requested.The redacted material has been separately filed with theSecurities and Exchange Commission.d. If it is not clear which Party is responsible for the defect of a module, then thedispute resolution procedures outlined in section 15 herein should be followed.**§ 14. Limitation of Liabilities**(1) [*](2) SOLARFUN undertakes no responsibility for the Modules except as otherwise provided in thisAgreement and its attachments. (3) SOLARFUN assumes no responsibility that the Modules will be fit for any particularpurpose, except as provided in this Agreement.**§ 15. Dispute Resolution**(1) If any dispute arises between the Parties relating to the interpretation, breach orperformance of this Agreement, or the grounds for the termination thereof, the Parties agreethat they shall first try to resolve such dispute amicably. In this regard, the CEOs (or theirrespective designees) of each Party shall, for a period of [*] after such disputeis formally submitted to either of such CEO in writing, attempt in good faith to negotiate aresolution of the dispute. In case the dispute involves Technical Related Matters and theParties are unable to reach an understanding, the Parties will nominate an expert as providedin paragraph 2 of this section 15.(2) If the dispute involves Technical Related Matters it shall be examined by an expert appointedby [*]. The appointed expert shall provide its expert opinionregarding the function of the Modules, the Cells, and any other relevant part and the causesof the malfunction (if exists). The expert will also provide asuggestion for the adequate resolution of the dispute according to the terms of thisAgreement.
 
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* Confidential Treatment Requested.The redacted material has been separately filed with theSecurities and Exchange Commission.(3) In this Agreement the term Technical Related Disputes shall mean disputes regarding thespecifications, function or malfunction of the Modules, the Cells, or other related materials***(“Technical Related Disputes”).***(4) [*](5) The expert’s opinion shall be non-binding on either of the Parties, but may be used asadmissible evidence if the dispute is submitted to arbitration. For avoidance of doubt, bothParties reserve the right to submit the case to arbitration pursuant to paragraph 7 of thissection 15 below and to present alternative expert opinion(s) to the arbitration tribunal.(6) The Parties shall cooperate to fully accommodate the appointed expert and shall provide theexpert the necessary assistance to promptly complete his or her tasks, including [*] in order to conduct sucharbitration and get it started. [*](7) Should the Parties fail to reach a resolution under this section 16, the dispute may bereferred to arbitration by [*] andshall be arbitrated in accordance with its rules.(8) Claims under [*] shall be heard by a single arbitrator. Claims over [*] shallbe conducted by a panel of three (3) arbitrators.(9) The arbitral award shall be final and binding upon both Parties.(10) The place of arbitration shall be [*]without regard to conflict of laws principles that would requireapplication of the laws of another jurisdiction; the application of United Nations Conventionon Contracts for the International Sale of Goods **(CISG)**shall be excluded; the language ofarbitration shall be English.(11) Unless prohibited by applicable laws, the arbitrator(s) shall have the power to issue interimmeasures, including but without limitation measures for preservation of property, attachment,preliminary injunction, replevin, preservation of evidence, etc. to avoid irreparable harm,maintain the status quo, or preserve the subject matter of the dispute.
 
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* Confidential Treatment Requested.The redacted material has been separately filed with theSecurities and Exchange Commission.(12) All the arbitration costs — including but not limited to the costs of the arbitrators(whether local or foreign arbitrators), all fees charged by the arbitration institution,experts’ fees, and attorneys’ fees — [*].**§16. Governing Law**The Agreement and any dispute arising in connection with the formation and performance hereof shallbe governed and controlled in all respects by, and determined in accordance with, [*]without regard to any internal conflict of law provisionsthat would cause the laws of any other jurisdiction to apply.**§17. Force Majeure**Neither party is responsible, if they are hindered at the fulfillment of this Agreement by forcemajeure, [*] and other events outside the control of theParties **(*“Force Majeure Event”*)**. The non-performing Party shall give written notice to the otherParty immediately in these cases. The Parties agree that they will use all reasonable technical andeconomical measures to eliminate the impact of the Force Majeure Event and ensure the completion ofthis Agreement.**§18. [*]**(1) QCI acknowledges that SOLARFUN will use its facilities to accommodate the business volumespecified in this Agreement and may enter into long term supply agreements with othersuppliers to ensure the production of the Modules. Additionally, QCI acknowledges that it hasbeen advised that SOLARFUN will undertake special obligations in order to produce the requiredvolume, including but not limited to, [*].(2) The Parties agree that [*].
 
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* Confidential Treatment Requested.The redacted material has been separately filed with theSecurities and Exchange Commission.In the event[*] by measures including, but notnecessarily limited to, the following: **•** Using the [*]; **•** [*]  **•** Not [*]  **•** Using [*](3) SOLARFUN will, in good faith, report [*].**§19. Confidentiality**(1) Neither Party shall use or disclose to third parties any confidential information of theother Party and each Party shall ensure that its and its affiliates’ employees, officers,representatives and agents shall not use or disclose to third parties any confidentialinformation and upon the termination of this Agreement shall return to the other or destroyall Confidential Information in written form.(2) As used herein, Confidential Information shall include all confidential or proprietaryinformation given to one Party by the other Party, or otherwise acquired by such Party in itsperformance of this Agreement, relating to such other Party or any of its affiliates,including information regarding any of the products of such other Party or any of itsaffiliates, information regarding its advertising, distribution, pricing, marketing orstrategic plans or information regarding its costs, productivity, technological advances,technical drawings, know-how **(*“ConfidentialInformation”*)**. The content of this Agreement shallalso be confidential.(3) Confidential Information shall not include information that (a) was already known to thereceiving Party at the time of its receipt thereof or is independently developed by thereceiving Party, as evidenced by its written records, (b) is disclosed to the receiving Party,other than under an obligation of confidentiality, by a third party who had no obligation tothe disclosing Party not to disclose such information to others or (c) is or becomes part ofthe public domain through no fault of the receiving Party.**§20. Final Clause**(1) SOLARFUN does not have the right to a lien of retention for the Modules to be manufactured,especially for possible claims from other legal relationships, unless the basic claim isindisputable, legally established and in relation with this toll manufacturing contract.
 
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* Confidential Treatment Requested.The redacted material has been separately filed with theSecurities and Exchange Commission.(2) This Agreement constitutes the entire understanding between the Parties with respect to thesubject matter of the Agreement and supersedes any prior discussions, negotiations, agreements,memoranda of understanding and the like. Modifications to this Agreement may be made only inwriting and signed by each Party.(3) The validity of the remaining Agreement is not affected, if one or more condition(s) of thisAgreement become(s) invalid. The Parties agree to replace the invalid condition by a differentone, which will be as close as possible to the condition of the one to be replaced in itscommercial effect. Contract gaps will be handled in a similar manner.(4) Headings are used for convenience only and shall not be used in interpretation of thisAgreement.(5) This Agreement shall be considered for all purposes as prepared through the joint efforts ofthe Parties and shall not be construed against one Party or the other as a result of themanner in which this Agreement was negotiated, prepared, drafted or executed.(6) Any notice, request, demand, waiver, consent, approval or other communication which isrequired or permitted hereunder shall be in writing and shall be deemed effective for allpurposes: (a) on the date established by the sender as having been delivered personally; (b)on the date delivered by a private courier as established by the sender by evidence obtainedfrom the courier; (c) on the date sent by facsimile, with confirmation of transmission; or (d)on the date transmitted to the recipient via e-mail, with confirmation of transmission,providing that the communication is received during normal business hours of the recipient, ifnot, then on the next business day. Such communications, to be valid, must be addressed asfollows:If to QCI, to:Q-Cells International GmbH