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.

Clinical Supply Agreement. ​ the Parties shall enter into # one or more clinical supply agreement(s) (the “Clinical Supply Agreement”) pursuant to which REGENX shall Manufacture and supply Clinical Supply and supply Delivery Systems for such Clinical Supply to PARTNER for Development activities under this Agreement, including Clinical Trials under the Development Plan, and # ​ quality assurance agreement setting forth the terms and conditions on which the Parties shall conduct their quality activities in connection with the applicable Clinical Supply Agreement (the “Clinical Quality Agreement”). ​. Without limitation of the foregoing, the Clinical Supply Agreement(s) shall include terms and conditions that conform in all material respects to those set forth on [Schedule 5.1.2] and in the event that Clinical Supply or Delivery Systems for such Clinical Supply are required by PARTNER prior to the execution of the Clinical Supply Agreement, this Agreement, including the terms set forth on [Schedule 5.1.2], shall govern the Manufacture and supply of such Clinical Supply.

Commercial Supply Agreement. Promptly after the first submission of a BLA for a Licensed Product(s) in the Zai Lab Territory, Zai Lab and INCY will initiate and thereafter conduct negotiations in good faith for a separate commercial supply agreement for the manufacturing and supply of Licensed Product(s) to be sold for commercial purposes (after Regulatory Approval) for the Field in the Zai Lab Territory (such agreement, once mutually agreed, the “Commercial Supply Agreement”). Unless otherwise agreed or required by Applicable Law, the Commercial Supply Agreement will specify that # INCY will supply (or cause its Affiliate or a Third Party to supply) such Licensed Product(s) packaged ​; # to the extent that such Licensed Product(s) are the same as Licensed Product(s) manufactured by or on behalf of INCY outside the Zai Lab Territory, such Licensed Product(s) will be compliant with all requirements of the applicable Regulatory Authority(ies) and Applicable Laws in the Zai Lab Territory as packaged or as delivered in [clause (a) of this Section 4.3]; # such Licensed Product(s) supplied by INCY to Zai Lab ​; # Zai Lab will provide a ​ Rolling Forecast; # Zai Lab will update the Rolling Forecast on the ​; # ​ of the Rolling Forecast will be binding on Zai Lab; and # Zai Lab will be responsible for applying approved labels to the Licensed Product(s) for use in the Zai Lab Territory.

Clinical Supply Agreement. Within ​ following the Effective Date, the Parties shall negotiate in good faith a clinical supply agreement containing supply terms and conditions consistent with the principles set forth on [Exhibit 5.1] hereto (Supply Agreement Key Terms) and such other terms as are customary for such agreements, including provisions addressing technology transfer of the Eidos Know-How related to the Manufacture of the Licensed Compound and Licensed Products (the “Clinical Supply Agreement”), pursuant to which Eidos will Manufacture and supply to Alexion the Licensed Compound and Licensed Products for the Territory.

Commercial Supply Agreement. At a time specified by Alexion, but in any event as soon as practicable after either # ​ or # ​, the Parties shall negotiate in good faith a commercial supply agreement on commercially reasonable terms for the commercial supply of Licensed Product in the Territory by Eidos to Alexion (the “Commercial Supply Agreement”).

. Promptly following the Effective Date, the Parties shall negotiate in good faith a separate agreement (the “Excipient Supply Agreement”), together with a quality assurance agreement (the “Quality Agreement”), pursuant to which [[DURECT:Organization]] will supply ​ to the CMO and/or INNOCOLL for incorporation in Licensed Product in the Field in the Licensed Territory. The Excipient Supply Agreement will contain the key terms set forth in [Exhibit 5.20].

Initial Supply Agreement. NPLH and Everest agree to negotiate in good faith within ​ days after the Effective Date a new agreement concerning the short-term supply of the Compound for Everest’s Development use (including preclinical (e.g., MIC testing) and/or clinical use) (the “Initial Supply Agreement”), with Everest’s cost of the Compound under the Initial Supply Agreement being equal to ​. Everest shall provide written notice to NPLH with rolling forecasts (at least quarterly) promptly following its decision on initiating pre-clinical experiments or clinical trials. Notwithstanding the foregoing, nothing in this Agreement nor the Initial Supply Agreement shall restrict, impair or otherwise limit NPLH’s ability to manufacture the Compound or Licensed Products in the Territory for use outside the Territory.

Commercial Supply Agreement. NPLH and Everest agree to negotiate in good faith within ​ days of the initiation of the first Phase 3 Clinical Trial in the Territory a new agreement concerning the supply of the Compound and/or the Licensed Product for Everest’s Commercialization use (the “Commercial Supply Agreement”), with Everest’s cost of the Compound and/or the Licensed Product under the Commercial Supply Agreement being equal to ​. Notwithstanding the foregoing, nothing in this Agreement nor the Commercial Supply Agreement shall restrict, impair or otherwise limit NPLH’s ability to manufacture the Compound or Licensed Products in the Territory for use outside the Territory.

Clinical Supply Agreement. As soon as practicable after the Effective Date, the Parties shall negotiate in good faith the terms and conditions of the Clinical Supply Agreement. Such agreement shall apply to MEDINET's purchases of clinical supply requirements in respect of the Product. The price of Product for use in Clinical Development to be supplied to MEDINET under the Clinical Supply Agreement shall be the Transfer Price stipulated in Exhibit B. For the avoidance of doubt, the price at which Histogenics supplies Biopsy Kits to MEDINET shall be included in the Transfer Price. Histogenics shall manufacture in the USA such Products for use in Clinical Development in [[Address B:Address]] and shall supply Products which have the same level of quality and stability as clinical trial products used for clinical trials in the USA to medical institutions designated by MEDINET. The Parties’ Clinical Supply Agreement shall address the handling of pharmacovigilance responsibilities related to Product used in clinical trials.

Clinical Supply Agreement; Quality Agreement. From the Program Transition Initiation Date until the completion of the Technology Transfer of the applicable Therapeutic Program, Poseida will supply at cost Therapeutic Products for clinical trial(s) sponsored by Roche, and the Parties shall enter into a clinical supply agreement and quality agreement as each relates to Poseida’s Manufacture and supply of the applicable Therapeutic Product(s) for the applicable clinical trial(s). The Parties shall use ​ to negotiate and execute such agreements within ​ upon Roche’s request to enter into such agreement. Roche shall have the right, at its own cost to conduct audits of any relevant facility and of all suppliers, including any relevant books and records related to such Manufacture and supply of Therapeutic Products prior to execution of any such agreements.