Supply Agreements. The Parties agree that the Clinical Supply Agreement and Commercial Supply Agreement shall contain terms substantially consistent with those contained in the supply agreement term sheet attached hereto as Exhibit D (the “Supply Agreement Term Sheet”) subject to deviations agreed by the Parties.

Supply Chain. Advise and assist Dominion Companies in the procurement of real and personal property, materials, supplies and services, conduct purchase negotiations, prepare procurement agreements and administer programs of material control.

Supply Agreements. The Parties will use reasonable efforts to negotiate, and enter into within ​ days following the Effective Date, a separate clinical supply agreement (and any other necessary ancillary agreements including a quality technical agreement), to fulfill all clinical supply requirements for the Licensed Product in the Kyorin Territory and to perform such other services for Kyorin as the Parties may agree (the “Clinical Supply Agreement”). Promptly following successful process validation for the Licensed Product, the Parties will use reasonable efforts to negotiate and enter into a separate commercial supply agreement (and any other necessary ancillary agreements including a quality technical agreement), to fulfill all commercial supply requirements for the Licensed Product in the Kyorin Territory and to perform such other services for Kyorin as the Parties may agree (the “Commercial Supply Agreement”, collectively, the “Supply Agreements”). The Supply Agreements will contain reasonable and customary terms and conditions as mutually acceptable to the Parties, provided that the Supply Agreements will include the key terms as set forth in a schedule to the Letter Agreement.

Supply Contacts. Each Party shall designate one (1) qualified and experienced supply chain professional to serve as that Party’s primary supply contact regarding the supply of Drug Product under this Agreement (“Supply Contacts”). Each Party may replace its Supply Contact with an alternative representative at any time with prior written notice to the other Party. The Supply Contacts shall be responsible for facilitating information exchange and discussion between the Parties regarding the supply of Drug Product under this Agreement. The Supply Contacts shall have decision-making authority with respect to the supply of Drug Product under this Agreement within the guidance of the JPT and subject to the review and approval of the CGB. Each Party shall bear its own costs of its Supply Contact, which costs shall be excluded from the Parties’ respective Development and manufacturing costs (including Cost of Goods) under this Agreement.

Supply Agreement. Clearside shall, either by itself or through its Affiliates or Third Party contractors, Manufacture and supply to Bausch Health, and Bausch Health shall purchase from Clearside, the Interim Supply, in accordance with the terms of the Supply Agreement. Within ​ after the Effective Date, the Parties shall enter into a written supply agreement, containing the terms set forth on [Exhibit 6.1] and such other commercially reasonable terms and conditions as are customary for supply agreements of such kind (the “Supply Agreement”), governing the supply of the Interim Supply to Bausch Health and, if agreed by the Parties, additional XIPERE Product to be supplied by Clearside to Bausch Health. The terms of the Supply Agreement will be consistent with the terms of Clearside’s agreements with its Third Party manufacturers (the “CMO Agreements”). In connection with the Supply Agreement, the Parties shall enter into a written quality agreement on reasonable terms and conditions.

Clinical Supply. Lytix shall Manufacture and supply, to the extent requested by Verrica, or have Manufactured and have supplied, # API to Verrica for use in clinical trials and other Development and registration activities and # Product being Developed or Commercialized by or on behalf of Lytix for use in Verrica’s initial clinical studies, with respect to Product in the Licensed Field in the Territory, in accordance with a written clinical supply agreement to be negotiated in good faith and entered into by the Parties as soon as practicable following the Effective Date and in accordance with the principles and terms set forth in [Exhibit 0] (the “Clinical API Supply Agreement”). The Clinical API Supply Agreement will contain other normal and customary terms and conditions for such supply arrangement. Verrica shall pay Lytix for API supplied by or on behalf of Lytix to Verrica under the Clinical API Supply Agreement at a price equal to Lytix’s Cost of Goods plus a ​ premium.

Development Supply. NVCR shall have the sole right, through a Third Party contract manufacturer, to manufacture and supply to Zai all Licensed Products required by Zai for Development use in the Territory under the Territory Development Plan and for Zai’s ​ responsibilities under the Global Development Plan, including the conduct of TT Fields Multi-Regional Clinical Studies. The Parties shall use good faith efforts to enter into an agreement pursuant to which NVCR would supply such Licensed Products for such Development use by Zai (“Clinical Supply Agreement”) within ​, pursuant to which:

Commercial Supply. The Parties shall use Commercially Reasonable Efforts to agree ​ on the principal terms of a commercial supply agreement (the “Commercial Supply Agreement”) pursuant to which Zai shall purchase commercial supply of a Licensed Product from NVCR at ​ in order to fulfill Zai’s obligations under this Agreement, which terms shall be consistent with the terms and conditions of this Agreement and the terms and conditions of any agreement between NVCR and its Third Party manufacturing partner(s), to the extent applicable to commercial supply of Licensed Product in the Field in the Territory. Zai shall purchase its commercial requirements for Licensed Product in the Territory from NVCR pursuant to the Commercial Supply Agreement.

by Customer pursuant to Clause 7.5.2 (Uncured Supply Failure);

. Promptly after [[Durect:Organization]]’s receipt of the Manufacturing Notice, the Parties shall negotiate in good faith and enter into a supply agreement, together with a quality assurance agreement, pursuant to which [[Durect:Organization]] shall, itself or through one (1) or more Contractor(s), supply to Gilead, its Affiliates or its Sublicensees ​ quantities of [[Durect:Organization]] Excipients (including ​) for incorporation in Products for the Field in the Territory, and Gilead, its Affiliates or its Sublicensees shall purchase ​of [[Durect:Organization]] Excipients ​from [[Durect:Organization]] (subject to exceptions in the supply agreement in the case of [[Durect:Organization]]’s material breach, supply failure or interruption or failure to maintain safety stock). Such supply agreement shall contain customary terms for the supply of a pharmaceutical ingredient to address the forecasting, order, delivery, and other customary provisions applicable to the supply of pharmaceuticals, will include provisions and exceptions for supply failure or interruption and for maintenance by [[Durect:Organization]] of safety stock, ​ quantities of ​; provided that such ​; and provided further that, in no event shall ​.