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.

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.

“SGI Antibodies Commercial Supply Agreement” has the meaning set forth in Section 9.3(d)(i).

“ACTR T-cell Commercial Supply Agreement” has the meaning set forth in Section 9.2(e)(i).

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.

Supply of e-liquid. To the extent any PMTA submitted by or on behalf of Customer in connection with the Strategic Services is for a Product that is manufactured by Avail, upon Customer’s request, the Parties shall negotiate in good faith the terms of a commercial supply agreement for Avail’s supply of e-liquid to Customer (a “Supply Agreement”). The Supply Agreement will provide that, for a period to be agreed as part of the Supply Agreement discussions, but in any case no less than five years after FDA approval (if any) of the applicable PMTA, # Avail shall not at any time sell the same product to a different customer at more favorable commercial terms (which is inclusive of unit price, freight, duties, packaging, supply duration, volumes, and payment terms) than those stated in the Supply Agreement with Charlie’s, # if Avail charges a different buyer better more favorable commercial terms for such e-liquid, Avail must immediately agree to modify the Supply Agreement to include the improved terms for the e-liquid to future purchases by Customer under the Supply Agreement, and # shall further be governed by the pricing terms shown in [Schedule 2] Part 4 which have been agreed to by the Parties. This Section 7.4(c) shall not be construed to give Avail any ownership rights whatsoever in Charlie’s Mint Leaf, Fuji Apple Strawberry Nectarine, Head Bangin’ Boogie or Wonder Worm products (collectively, “Charlie’s Products”).

As soon as it becomes apparent to TRIS that circumstances resulting in any failure or delay in delivery of the Product will continue for more than thirty (30) days, it shall promptly notify AYTU in writing and as soon as possible thereafter confer with AYTU to discuss the alternatives, and cooperate with AYTU as AYTU may reasonably request for AYTU to obtain a source of supply of the Product during the continuance of such circumstances, provided however, that in no event shall TRIS be required to transfer manufacturing to another manufacturer or facility or cooperate with respect thereto.

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

Guaranty of Supply. In the event the Supplier is unable or otherwise fails or will fail, for any reason (including an event of force majeure) to supply the Hemp Extracts in accordance with the quantities and/or delivery dates specified by Buyer in a Purchase Order, the Supplier shall promptly inform Buyer verbally with a confirmation in writing. If Supplier is able to supply some but not all of Buyer's orders for the Hemp Extracts, then Supplier shall supply such partial quantities of the Hemp Extracts. Supplier will use commercially reasonable efforts to source Hemp Extracts from third parties to be delivered to Buyer, provided such Hemp Extracts conforms to the Buyer’s Specifications. Alternatively, Buyer may elect and shall have the sole right to obtain Hemp Extracts itself from another supplier. If Supplier is unable to provide any replacement Hemp Extracts or if Buyer elects to obtain Hemp Extracts from a different supplier but only to the extent of fulfilling the Purchase Order for which Supplier was unable to meet the Purchase Order requirements. In such event, this Agreement shall remain in full force and effect and the Supplier shall not be liable to the Buyer for any additional costs, damages or fees of any kind in connection with the Buyer seeking an alternative source of supply.

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