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.

Commercial Supply of Licensed Compounds or Licensed Products. After [[Organization A:Organization]] proceeds with the In-Licensing, [[Organization A:Organization]] shall have the sole right, at its expense, to Manufacture (or have Manufactured) and supply the Licensed Compound and Licensed Products for commercial sale in the Territory by [[Organization A:Organization]] and its Affiliates and Sublicensees, except to the extent otherwise provided in the Initial Development Plan and Budget or any Development Plan. Notwithstanding the foregoing, [[Organization A:Organization]] and ​ may enter into a supply agreement pursuant to which ​ shall supply to [[Organization A:Organization]] the Licensed Compounds or Licensed Products as a second source (the “Supply Agreement”) in such quantities as [[Organization A:Organization]] may order in accordance with the terms and conditions of such agreement. The Supply Agreement shall contain such pricing and terms as are reasonable and customary for similar supply agreements that shall be negotiated and agreed by the Parties in good faith.

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].

Commercial Transaction. Borrowers represent, warrant and acknowledge that the transaction of which this Agreement is a part is a commercial transaction and not a consumer transaction. Monies now or in the future to be advanced to or on behalf of Borrowers are not and will not be used for personal, family or household purposes.

Commercial Diligence. Licensee will use and will cause its Affiliates and Sublicensees, as applicable, to use Commercially Reasonable Efforts to Commercialize each Licensed Product in each country in the Territory where such Licensed Product is the subject of an existing Regulatory Approval or where Licensee or its designated Affiliates or Sublicensees seek and receive Regulatory Approval for such Licensed Product. To the extent that Licensee elects not to commercialize the Licensed Product (at all or for any indication) in any country in the Territory, Licensee shall notify Axsome of this decision and the business rationale therefore and, upon Axsome’s request, the Parties, in good faith, shall discuss such matter further.

Commercial Relationship. The Employee expressly recognizes that the Employee’s participation in the Plan and ​’s grant of the Award does not constitute an employment relationship between the Employee and ​. The Employee has been granted the Award as a consequence of the commercial relationship between ​ and ​’s Affiliate in Mexico that employs the Employee (“​‑Mexico”), and ​‑Mexico is the Employee’s sole employer. Based on the foregoing, # the Employee expressly recognizes that the Plan and the benefits the Employee may derive from participation in the Plan does not establish any rights between the Employee and ​‑Mexico, # the Plan and the benefits the Employee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by ​‑Mexico, and # any modifications or amendments of the Plan by ​, or a termination of the Plan by ​, shall not constitute a change or impairment of the terms and conditions of the Employee’s employment with ​‑Mexico.

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.

“4.3 Commercial Supply for the [[Organization A:Organization]] Territory. Subject to the terms and conditions of this Agreement, during the Term, [[Organization B:Organization]] agrees to Manufacture and supply to [[Organization A:Organization]] such quantities of Product for commercial use and distribution in the [[Organization A:Organization]] Territory as may be set forth on purchase orders placed by [[Organization A:Organization]] in accordance with the provisions of the Commercial Supply Agreement, and [[Organization A:Organization]] agrees that [[Organization B:Organization]] shall be [[Organization A:Organization]]’s exclusive supplier for the Product for the [[Organization A:Organization]] Territory on the terms set forth in the Commercial Supply Agreement. No later than ​ prior to the first anticipated NDA submission, the parties shall negotiate in good faith and enter into a separate written manufacturing and supply agreement containing commercially reasonable terms (the “Commercial Supply Agreement”) pursuant to which the purchase price for the commercial supply of Product shall be equal to ​ of [[Organization B:Organization]]’s Fully-Burdened Manufacturing Cost, as well as a commercially reasonable and customary quality assurance agreement (the “Commercial Quality Agreement”), pursuant to which [[Organization B:Organization]] shall manufacture and supply to [[Organization A:Organization]], or have manufactured and supplied to [[Organization A:Organization]], and [[Organization A:Organization]] shall accept such manufacture and supply from [[Organization B:Organization]] as [[Organization A:Organization]]’s exclusive supplier, Product for commercialization in the Field in the [[Organization A:Organization]] Territory. Without limiting the generality of the foregoing, the Commercial Supply Agreement shall provide as follows:”