If a Supply made under or in connection with this document is a Taxable Supply, then at or before the time any part of the consideration for the Supply is payable:

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.

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 Assurance. As soon as reasonably practical after Regulatory Approval of the Product, [[Surmodics:Organization]] shall secure and maintain a secondary source of supply of the Product with sufficient capacity within a reasonable timeframe to meet Abbott’s reasonably projected commercial demand for the Product, at [[Surmodics:Organization]]’ sole expense, which may be at another [[Surmodics:Organization]] facility.

Supply Agreement. Within ​ days after the Effective Date, the Parties will enter into a commercial supply agreement (a “Supply Agreement”) pursuant to which Licensor shall supply Licensee’s requirements of the applicable Materials for the Licensee Territory in accordance with the Manufacturing Standards, and the provisions set forth in EXHIBIT 6 and the terms of this Agreement.

Supply Agreement. The Parties acknowledge and agree that pursuant to and conditioned upon the terms and conditions of a Supply Agreement to be executed and delivered by Buyer and parent of Seller, [[Seller:Organization]], L.P. (“RH Parent”), at Closing, substantially in the form attached to this Agreement as [Exhibit 3](b) (“Supply Agreement”), RH Parent will sell and Buyer will agree to purchase a minimum annual volume of macadamia nuts of acceptable quality standards and specifications at market rates after Closing.

Anticipated Failure. Supplier shall immediately provide Notice to [[OUTSET:Organization]] if Supplier anticipates that it will be unable to meet its obligations to Supply Product in accordance with this Agreement, at the time of placement of a Purchase Order. Failure to Supply greater than ​ percent (​) the quantities of Products covered by Purchase Orders placed by [[OUTSET:Organization]] in # ​consecutive Purchase Orders, or # more than ​ times during any ​ period; (each, a “Supply Failure”), then [[OUTSET:Organization]] shall have the right to require that Supplier transfer, at [[OUTSET:Organization]]’s expense, all information, data, tooling, know-how and materials used in connection with and specifically relating to the manufacture of the Products to a Third Party designee nominated by [[OUTSET:Organization]], provided that the foregoing shall only include tooling, materials and capital equipment to extent owned by [[OUTSET:Organization]] or otherwise purchased by [[OUTSET:Organization]] from Supplier at the time of such transfer. All care will be exercised to minimize cost to [[OUTSET:Organization]] as part of such transfer. Any actions that would generate a cost to [[OUTSET:Organization]] as part of such transfer including but not limited to freight and import cost of tooling and fixture transfer, raw material disposition, and engineering cost shall be subject to [[OUTSET:Organization]]’s prior written approval. Supplier will also provide commercially reasonable assistance required by [[OUTSET:Organization]] within the expedited timeframe as determined by [[OUTSET:Organization]] and such Third party in connection with such transfer.

Epidemic Failure. An “Epidemic Failure” shall be deemed to occur if more than ​ percent (​) of the total quantity of any given Product sold and delivered within any ​ period fails to comply with the express limited warranty set forth in Section 6(e) due to a similar (same root cause) defect. Upon such notice of an Epidemic Failure from [[OUTSET:Organization]], Supplier shall # work together with [[OUTSET:Organization]] to determine if the root cause was created by design or process issues and promptly develop a plan to # eliminate the problem in all continuing production per plan , # correct the problem In all affected units of product previously sold and delivered during the warranty period (Replace per plan). If root cause of Epidemic Failure is determined to be caused by [[OUTSET:Organization]] design, cost to correct all affects units will be covered by [[OUTSET:Organization]].

Reporting Failure. In the event that Contractor fails to deliver to American the applicable Initial Crew Max, Final Crew Max or Rolling Forecast on their respective due dates, then Contractor shall promptly pay to American, on demand, a “late charge” equal to ​ per such report per day (a “Late Charge”).