Ability to Supply. During the Term, SELLER shall commit to supply Product that meets the Specifications.

Supply. Subject to the terms and conditions of this Agreement, from and after the Effective Date, during the Term of a Product: # TRIS shall use Commercially Reasonable Efforts to manufacture, or have manufactured, Label and Package, and supply to AYTU, all of AYTU’s and its Subsidiaries’ and/or sublicensees’ requirements of such Product and # except as expressly provided in [Section 6.9, TRIS] shall not manufacture such Product for, or supply a Product to, any Third Party for sale in the Territory without the prior written consent of AYTU. Subject to the terms and conditions of this Agreement, and without limiting any other restrictions contained in this Agreement, from and after the Effective Date, during the Term of a Product AYTU shall purchase all of AYTU’s and its Subsidiaries’ requirements of such Product from TRIS (except as otherwise set forth in this Agreement).

Supply. For the Initial Development Activities, ​ shall supply pre-clinical and clinical requirements, including the requirement for the initial Phase 3 campaign, of the Licensed Compounds or Licensed Products and placebo or other comparators for use by ​ in the Development of Licensed Compounds or Licensed Products as contemplated in the Initial Development Plan and Budget; provided, that ​ agrees [[Organization A:Organization]] (or its Affiliate) shall have a right of first negotiation to Manufacture the Licensed Compounds or Licensed Products and placebo or other comparators for the initial Phase 3 campaign and the Parties shall negotiate in good faith the terms and conditions on which [[Organization A:Organization]] (or its Affiliate) would supply such requirements. In the event, despite good faith negotiations, the Parties are unable to agree upon the terms and conditions of the supply arrangement for the initial Phase 3 campaign, then ​ would be free to negotiate and enter into a supply arrangement with a Third Party. After [[Organization A:Organization]] proceeds with the In-Licensing and for Development activities CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...​...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Financial Ability. Sinclair has commitments for, and will have at Closing, sufficient funds to consummate, the transactions contemplated by this Agreement, including paying when due the Estimated Closing Consideration, the Intercompany Account balance, any Excess Amount and all fees and expenses incurred by it in connection with the transactions contemplated hereby. Immediately after Closing and after giving effect to the transactions contemplated by this Agreement, the payment of the Estimated Closing Consideration and the payment of all fees and expenses related to the transactions contemplated hereby, Sinclair will be solvent.

Supply Price. As the sole Market Approval holder of TLC Products in the China Territory, the supply of the TLC Products will be at the price ​. TLC shall provide to TLC Hong Kong ​ promptly upon request by TLC Hong Kong.

Following depletion of the Current Compound Inventory Ovid is free to purchase its Compound requirement from a Third Party and/or from Lundbeck, provided however that Lundbeck shall not be obligated to manufacture Compound to Ovid once the Current Compound Inventory is depleted. If Ovid and Lundbeck agree on a continued supply of Compound, Lundbeck shall sell Compound to Ovid at the Fully Burdened Cost plus a manufacturing royalty subject to [Section 4.18].

Ability to Perform. [[Organization C:Organization]] does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in the Program Documents to which it is a party on its part to be performed.

Section #: Invoicing.

Ability to Adjust. The grant of an option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

Supply Chain Management. Unless otherwise determined by the Parties, # Unum will assume primary responsibility for the ACTR T-cell supply chain for clinical and commercial supply of Research Candidates, Development Candidates, and Products in the Territory, and # SGI will assume primary responsibility for the SGI Antibody supply chain for clinical and commercial supply of Research Candidates, Development Candidates, and Products in the Territory.