Supply of VDC. To the extent any tangible supply of VDC is necessary for Legacy to comply with its obligations under [Section 3.2(d)] of the Existing Ag Agreement, is explicitly requested by Legacy in writing for such purpose, has previously been synthesized by Primary, and is in Primary’s possession or control, such VDC shall be supplied by Primary to Legacy, within fifteen (15) business days of such request, in reasonably sufficient quantities (no more than 5 milligrams) for such purpose.

Manufacturing and Supply. Denali shall be responsible for manufacturing Licensed Products for clinical use and commercial sale, using due care and commercially sound approaches.

Failure to Supply. In the event UroGen, for ​ times, fails to supply to Allergan under Section 5.1.1 at least ​ of the RTGel Component requested by Allergan pursuant to the terms of this Agreement, then Allergan shall have the right to make a one-time reduction with respect to the amount of the next milestone payment due to UroGen under Section 6.2.1 by ​.

Commercial Tort Claims. Annex I lists all Commercial Tort Claims of any Grantor, as of the date hereof or as of the date of the most recent Compliance Certificate, that are known to any Grantor (such that an officer of any Grantor has actual knowledge of the existence of a tort cause of action and not merely of the existence of the facts giving rise to such cause of action) that such Grantor knows to involve an amount in controversy in the aggregate with any other known Commercial Tort Claims of any Grantor in excess of $750,000.

Commercial Tort Claims. If any Grantor shall at any time obtain knowledge (determined as specified in [Section 3.12]) of any Commercial Tort Claim (except to the extent that the aggregate amount of all Commercial Tort Claims held by the Grantors is less than $750,000), such Grantor shall promptly (and no later than the Borrower’s next submission of a Compliance Certificate) furnish written notice thereof to the Administrative Agent, together with an amended Annex I including any such Commercial Tort Claim. Such Grantor shall additionally, at its own expense, execute and deliver, in form and substance reasonably satisfactory to the Administrative Agent, a grant of a security interest in such Commercial Tort Claim and the Proceeds thereof, together with any other agreements, instruments and documents that the Administrative Agent may reasonably request from time to time to further effect and/or confirm the assignment and grant of the security interest created by this Agreement in such Commercial Tort Claim and the Proceeds thereof.

Commercial Milestone Payments. Licensee shall pay to Axsome the following commercial milestone payments (each, a “Commercial Milestone Payment”) upon the achievement of the corresponding level of cumulative Net Sales of the Licensed Products in the Territory (the “Commercial Milestone”), whether achieved, individually or collectively, by Licensee, Licensee’s Affiliate(s) or its or their Sublicensees. Licensee shall promptly (but in no event later than seven (7) Business Days after) notify Axsome in writing of the achievement of any such Commercial Milestone and Licensee shall pay Axsome in full the corresponding Commercial Milestone Payment within thirty (30) days of Axsome’s invoice for such achievement thereof. For the avoidance of doubt, each Commercial Milestone will only be paid once.

Commercial Tort Claims. No Loan Party has any commercial tort claims except as set forth on [Schedule 5.26] hereto.

Commercial Tort Claims Borrowers shall promptly notify Agent in writing if any Borrower has a Commercial Tort Claim related to any Collateral (other than, as long as no Default or Event of Default exists, such a Commercial Tort Claim for less than $100,000), shall promptly amend [Schedule 9116] to include such claim, and shall take such actions as Agent deems appropriate to subject such claim to a duly perfected, first priority Lien in favor of Agent For the avoidance of doubt, # so long as no Dominion Trigger Period is in effect, the Borrowers shall retain any proceeds received from the resolution of a Commercial Tort Claim and # Agent shall release any Lien granted in favor of Agent with respect to a Commercial Tort Claim upon receipt of evidence that such claim has been extinguished.

Commercial Tort Claims. Set forth on [Schedule 5.21(e)], as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with [Section 6.02], is a description of all Commercial Tort Claims of the Loan Parties (detailing such Commercial Tort Claim in such detail as reasonably requested by the [[Administrative Agent:Organization]]).

I am pleased to offer you a position with Vaxcyte, Inc. (the “Company”) as Senior Vice President, Commercial Manufacturing & Supply Chain reporting to me, on the following terms (collectively, the “Agreement”). If you accept our offer, your first day of employment will be October 1, 2021, or as otherwise mutually agreed (“Start Date”).