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].

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.

“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:”

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.

The terms under which Unum will supply commercial supplies of ACTR T-cells to SGI for use as part of the Products in the Territory will be set forth in a supply agreement to be entered into between the Parties no later than ​ days before the expected filing of the first Regulatory Approval of the first Development Candidate or associated Product in the Territory (the “ACTR T-cell Commercial Supply Agreement”). Such ACTR T-cell Commercial Supply Agreement will contain customary terms and conditions, including quality and indemnity, and otherwise be consistent with this Agreement.

The terms under which SGI will supply commercial supplies of SGI Antibodies to Unum for use as part of the Products in the Shared Territory will be set forth in a supply agreement to be entered into between the Parties no later than ​ days before the expected filing of the first Regulatory Approval of the first Development Candidate or associated Product in the Territory (the “SGI Antibodies Commercial Supply Agreement”). Such SGI Antibodies Commercial Supply Agreement will contain customary terms and conditions, including quality and indemnity, and otherwise be consistent with this Agreement.

Clinical Supply and Quality Agreement. Within ​ days of the Effective Date, the Parties shall enter into a clinical supply agreement setting forth any additional terms and conditions of such supply and quality with respect thereto, including a reasonable and customary quality assurance agreement that shall set forth the terms and conditions upon which UroGen will conduct its quality activities in connection with such supply. Such agreements shall be negotiated and agreed by the Parties in good faith.

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.