Customer. Customer represents and warrants that # it owns or leases the Facilities; # it has the right and authority to enter into this Agreement; # it has all rights and licenses necessary to purchase and use the Products; # it does not require a license to any [[Illumina:Organization]] Application Specific IP, including without limitation, any Affiliate Application Specific IP in order to use the Products; # when performing Customer Use, it will only use the TG Consumables and Temporary Consumables; # it will use the Non-TG Consumables only for Research Use; and # the person(s) signing this Agreement on its behalf has the right and authority to bind Customer to the terms and conditions of this Agreement. Further, in the case of [[FMI:Organization]], [[FMI:Organization]] represents and warrants that # the person(s) signing this Agreement on its behalf has the right and authority to bind FMI Germany GmbH to the terms and conditions of this Agreement, # FMI Germany GmbH is a wholly-owned subsidiary of [[FMI:Organization]], and # [[FMI:Organization]] is jointly and severally liable for the acts or omissions of FMI Germany GmbH.

Customer Inquiries. From and after ​days after the Effective Date, if Imprimis receives a bona fide inquiry for sale of Product from a Third Party that is not an existing Customer, Imprimis shall have the right to provide written notice thereof to EyePoint, which notice shall identify the applicable Third Party. Such Third Party may be added as a Customer by the Commercialization Committee, which shall also determine Baseline Period and Baseline Quarterly Amount for such Customer, if any. Notwithstanding anything to the contrary herein, if # any such Third Party has not purchased at least ​units of Product in the ​month period prior to Imprimis’ written notice set forth above, # such Third Party is not added as a Customer by the Commercialization Committee, and # such Third Party purchases Product within ​months after Imprimis’ written notice, then such Third Party shall automatically be added as a Customer hereunder effective as of the date of such written notice. For the avoidance of doubt, any Product inquiries received by Imprimis from potential Customers prior to the end of such ​day period, and not previously included under the definition of “Customers” herein, may be disclosed to EyePoint by written notice and addressed on a case-by-case basis by the Commercialization Committee. Notwithstanding the preceding sentence, in the event a prospective Customer has commenced Product training with EyePoint prior to or during such ​day period, then EyePoint shall notify Imprimis promptly in writing of such commencement of Product training; Imprimis shall then promptly disclose to EyePoint a written summary of communications Imprimis is having or has had with such prospective Customer; and then the status of such prospective Customer shall be addressed on a case-by-case basis by mutual agreement of the Parties.

Customer List. The Administrative Agent shall have received a true and complete customer list for each Borrower and its Subsidiaries, which list shall state the customer’s name, mailing address and phone number and shall be certified as true and correct by a Financial Officer of the Borrower Representative.

Company Customer. “Company Customer” is limited to those customers, clients or partners who did business with the Company within the most recent eighteen (18) months of Executive’s employment (or during the period of Executive’s employment, if Executive was employed for less than twenty-four months) and # about whom Executive, as a result of his or her employment, had access to information or goodwill as a normal part of Executive’s job performance that would assist in solicitation of such Company Customer, or # with whom Executive personally dealt on behalf of the Company in the eighteen (18) months immediately preceding the last day of Executive’s employment and that Executive was introduced to or otherwise had business contact with such Company Customer as a result of his or her employment with the Company. “Company Customer” shall also include an individual or business to whom a pitch to solicit or secure business or a sale was prepared (even if not yet made) within the 12-month period preceding the end of Executive’s employment, and with which Executive had not insignificant involvement in the preparation, or had exposure to specific information developed for that particular pitch.

Company Customer. “Company Customer” is limited to those customers, clients or partners who did business with the Company within the most recent twenty-four (24) months of the Executive’s employment (or during the period of the Executive’s employment, if the Executive was employed for less than twenty-four months) and # about whom the Executive, as a result of his or her employment, had access to information or goodwill as a normal part of the Executive’s job performance that would assist in solicitation of such Company Customer, or # with whom the Executive personally dealt on behalf of the Company in the twelve (12) months immediately preceding the last day of the Executive’s employment and that the Executive was introduced to or otherwise had business contact with such Company Customer as a result of his or her employment with the Company. “Company Customer” shall also include an individual or business to whom a pitch to solicit or secure business or a sale was prepared (even if not yet made) within the 12-month period preceding the end of the Executive’s employment, and with which the Executive had not insignificant involvement in the preparation, or had exposure to specific information developed for that particular pitch.

Customer Materials. In the event Customer supplies to Ginkgo any tangible materials, including any Background Customer Strains, (“Customer Materials”) under and in accordance with the terms of a TDP, Customer will provide such Customer Materials at its sole cost and expense and in a timely manner to Ginkgo at the Ginkgo foundry, together with information specific to such Customer Materials, known to Customer, and reasonably required to enable Ginkgo to properly and safely handle, store, and use such Customer Materials. Ginkgo will properly and safely handle, store, and use such Customer Materials solely in accordance with the applicable TDP (and for no other purpose) and in accordance with Applicable Law. Notwithstanding the foregoing, unless it receives the prior written consent of Ginkgo’s Senior Executive, in no event will Customer transfer or provide to Ginkgo any tangible material that includes any direct identifiers or other individually identifiable information, including any “Protected Health Information” as defined in 45 C.F.R. Section 164.501. In all cases, any Customer Materials provided to Ginkgo under a TDP will be de-identified in accordance with 45 C.F.R. Section 164.514(b) before being so provided to Ginkgo.

Customer Cooperation. Customer will cooperate with Ginkgo and use commercially reasonable efforts to provide Ginkgo with information and reasonable assistance (including access to Customer Authorized Personnel and other Customer personnel) as Ginkgo reasonably requests in order to provide to Customer the Technical Services. Without limiting the foregoing, Customer will use commercially reasonable efforts to promptly notify Ginkgo of any material information, fact, problem or delay of which it is aware that is likely to affect the provision of Technical Services.

Customer Pricing. Subject to the rest of this Section 7 and Section 8 below, Ginkgo will charge to Customer, and Customer will pay to Ginkgo, the price for the Technical Services as set forth on Exhibit F (Customer Pricing) (such pricing, the “Customer Pricing” and such charges, the “Technical Services Charges”), which pricing, for the avoidance of doubt, shall be ​, calculated with good faith application of its pricing principles to deliver Technical Services. Such charges shall be made and applied against the pre-payment credit set forth in Section 7.2.

By Customer. Notwithstanding Section 9.1, as between the Parties, Customer will solely and exclusively own all right, title and interest in and to ​ Collaboration Strain ​, such Collaboration Strain, but subject to the rights and license granted to Ginkgo and its Affiliates under Section 10.2 of this TSA. Ginkgo, for itself and on behalf of its Affiliates, licensees and sublicenses, and the employees, subcontractors, consultants and agents of any of the foregoing, hereby assigns to Customer (and, to the extent such assignment can only be made in the future, hereby agrees to assign), all right, title and interest in and to each of the foregoing. Ginkgo will cooperate, and will cause the foregoing persons and entities to cooperate, with Customer to effectuate and perfect the foregoing ownership, including by promptly executing and recording assignments and other documents consistent with such ownership.

On a Program-by-Program basis, in the event an Abandonment occurs with respect to such Program (an “Abandoned Program”), Ginkgo will have the right to trigger the consequences set forth in Section 10.6(b) upon written notice to Customer specifying in reasonable detail the basis for such claim and identifying the clause in the definition of Abandonment corresponding to such claim (such notice, the “Abandonment Notice”); provided, that, but only where Ginkgo’s Abandonment Notice refers to clause (b) of the definition of Abandonment as the basis for its claim, # within ​ of receipt of an Abandonment Notice, Customer will have the right to request a meeting with Ginkgo to discuss Ginkgo’s abandonment claim (“Abandonment Dispute Notice”), # following such meeting, if the Parties are unable to reach agreement on whether abandonment under this Section 10.6 occurred prior to the Abandonment Notice, either Party may refer the matter for dispute resolution in accordance with Section 16.1, and # the consequences set forth in Section 10.6(b) shall not be effective until an adjudicator has determined that such abandonment has occurred.