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.

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. Within ​ after [[Nektar:Organization]] (but in no event later than the date on which the first shipment of any Nektar Asset, BMS Asset or Product, whether in Bulk Form or Finished Form, is supplied for use in a Collaboration Study or Independent Study) or within ​ after the Manufacturing Commencement Date, the Parties shall enter into supply agreements (each, a “Supply Agreement”) to govern forecasting, ordering, expiration dates, procedures for acceptance and rejection and other customary provisions for the supply of the Nektar Compounds, Products, Nektar Assets and the BMS Assets for the Collaboration Studies and Independent Studies. In addition, within a mutually agreed upon date reasonably prior to a Filing for Regulatory Approval of the initial BLA for a Product and on an ongoing basis thereafter

59 Article 6 GLOBAL DEVELOPMENT COST SHARING

Supply Interruptions. Supplier shall promptly notify Verrica in writing if at any time Supplier has reason to believe that Supplier will not be able to fill a Purchase Order for the Material in accordance with the delivery dates specified therein by Verrica and pursuant to the terms and conditions of this Agreement, which notice shall provide Verrica with information on the extent of the expected shortfall of supply, the reasons therefor and the date by which Supplier anticipates such supply shortfall will end. Supplier shall resume supply of Material as quickly as possible following a supply interruption, and shall keep Verrica informed in writing of Supplier’s progress toward that end. Verrica shall have no obligation to Supplier with respect to any Purchase Orders during any supply interruption. In the event that a supply interruption extends for a period longer than ​, Verrica shall be entitled to request a full refund of any advance deposit made under the applicable Purchase Order.

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.

Payment Failure. Any Credit Party # fails to pay any principal when due under this Agreement or # fails to pay, within three Business Days of when due, any other amount due under this Agreement or any other Credit Document, including payments of interest, fees, reimbursements, and indemnifications;

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”).

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.