Product Supply and Support. TLC agrees to provide to TLC Hong Kong with supports and information necessary for commercialization of TLC Products and the performance of other provisions herein, including but not limited to # using its best efforts to supply or cause a third party to supply TLC Products in reasonable quantities to TLC Hong Kong, # providing related personnel training program, and # providing related clinical test data. After TLC Hong Kong makes its reasonable request, TLC shall provide within a reasonable period, # related clinical test data and personnel training and information with no cost to TLCHK Group, and # any other foregoing supports for consideration.

Supply. Subject to the terms and conditions of this Agreement, from and after the Effective Date, during the Term of a Product: # TRIS shall use Commercially Reasonable Efforts to manufacture, or have manufactured, Label and Package, and supply to AYTU, all of AYTU’s and its Subsidiaries’ and/or sublicensees’ requirements of such Product and # except as expressly provided in [[Section 6.9, TRIS]S]] shall not manufacture such Product for, or supply a Product to, any Third Party for sale in the Territory without the prior written consent of AYTU. Subject to the terms and conditions of this Agreement, and without limiting any other restrictions contained in this Agreement, from and after the Effective Date, during the Term of a Product AYTU shall purchase all of AYTU’s and its Subsidiaries’ requirements of such Product from TRIS (except as otherwise set forth in this Agreement).

Supply. For the Initial Development Activities, ​ shall supply pre-clinical and clinical requirements, including the requirement for the initial Phase 3 campaign, of the Licensed Compounds or Licensed Products and placebo or other comparators for use by ​ in the Development of Licensed Compounds or Licensed Products as contemplated in the Initial Development Plan and Budget; provided, that ​ agrees ​ (or its Affiliate) shall have a right of first negotiation to Manufacture the Licensed Compounds or Licensed Products and placebo or other comparators for the initial Phase 3 campaign and the Parties shall negotiate in good faith the terms and conditions on which ​ (or its Affiliate) would supply such requirements. In the event, despite good faith negotiations, the Parties are unable to agree upon the terms and conditions of the supply arrangement for the initial Phase 3 campaign, then ​ would be free to negotiate and enter into a supply arrangement with a Third Party. After ​ proceeds with the In-Licensing and for Development activities CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...​...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Supply Price. As the sole Market Approval holder of TLC Products in the China Territory, the supply of the TLC Products will be at the price ​. TLC shall provide to TLC Hong Kong ​ promptly upon request by TLC Hong Kong.

Following depletion of the Current Compound Inventory Ovid is free to purchase its Compound requirement from a Third Party and/or from Lundbeck, provided however that Lundbeck shall not be obligated to manufacture Compound to Ovid once the Current Compound Inventory is depleted. If Ovid and Lundbeck agree on a continued supply of Compound, Lundbeck shall sell Compound to Ovid at the Fully Burdened Cost plus a manufacturing royalty subject to [Section 4.18].

Ability to Supply. During the Term, SELLER shall commit to supply Product that meets the Specifications.

Supply Chain Management. Unless otherwise determined by the Parties, # Unum will assume primary responsibility for the ACTR T-cell supply chain for clinical and commercial supply of Research Candidates, Development Candidates, and Products in the Territory, and # SGI will assume primary responsibility for the SGI Antibody supply chain for clinical and commercial supply of Research Candidates, Development Candidates, and Products in the Territory.

As soon as it becomes apparent to TRIS that circumstances resulting in any failure or delay in delivery of the Product will continue for more than thirty (30) days, it shall promptly notify AYTU in writing and as soon as possible thereafter confer with AYTU to discuss the alternatives, and cooperate with AYTU as AYTU may reasonably request for AYTU to obtain a source of supply of the Product during the continuance of such circumstances, provided however, that in no event shall TRIS be required to transfer manufacturing to another manufacturer or facility or cooperate with respect thereto.

Guaranty of Supply. In the event the Supplier is unable or otherwise fails or will fail, for any reason (including an event of force majeure) to supply the Hemp Extracts in accordance with the quantities and/or delivery dates specified by Buyer in a Purchase Order, the Supplier shall promptly inform Buyer verbally with a confirmation in writing. If Supplier is able to supply some but not all of Buyer's orders for the Hemp Extracts, then Supplier shall supply such partial quantities of the Hemp Extracts. Supplier will use commercially reasonable efforts to source Hemp Extracts from third parties to be delivered to Buyer, provided such Hemp Extracts conforms to the Buyer’s Specifications. Alternatively, Buyer may elect and shall have the sole right to obtain Hemp Extracts itself from another supplier. If Supplier is unable to provide any replacement Hemp Extracts or if Buyer elects to obtain Hemp Extracts from a different supplier but only to the extent of fulfilling the Purchase Order for which Supplier was unable to meet the Purchase Order requirements. In such event, this Agreement shall remain in full force and effect and the Supplier shall not be liable to the Buyer for any additional costs, damages or fees of any kind in connection with the Buyer seeking an alternative source of supply.

Supply of VDC. To the extent any tangible supply of VDC is necessary for Legacy to comply with its obligations under [Section 3.2(d)] of the Existing Ag Agreement, is explicitly requested by Legacy in writing for such purpose, has previously been synthesized by Primary, and is in Primary’s possession or control, such VDC shall be supplied by Primary to Legacy, within fifteen (15) business days of such request, in reasonably sufficient quantities (no more than 5 milligrams) for such purpose.

Manufacturing and Supply. Denali shall be responsible for manufacturing Licensed Products for clinical use and commercial sale, using due care and commercially sound approaches.

Failure to Supply. In the event UroGen, for ​ times, fails to supply to Allergan under [Section 5.1.1] at least ​ of the RTGel Component requested by Allergan pursuant to the terms of this Agreement, then Allergan shall have the right to make a one-time reduction with respect to the amount of the next milestone payment due to UroGen under [Section 6.2.1] by ​.

Neither the Company, any Subsidiary, nor, to the Company’s knowledge, any of its or their licensees, partners, collaborators or joint venturers has developed, manufactured, commercialized, produced, formulated, propagated, modified, customized, processed, distributed or sold any Company Product that did not comply with any express or implied warranty regarding such Company Product or that contained any unintended Hazardous Substance or that was otherwise adulterated, contaminated, mislabeled, defective, off-specification or improperly packaged or transported.

If AYTU obtains a Competing Product from another source pursuant to this [Section 5.7] and thereafter during the Term TRIS is able to resume supplying AYTU’s requirements of the Product in accordance with the provisions of this Agreement, TRIS shall promptly notify AYTU in writing that TRIS is able to resume supplying AYTU’s requirements of the Product to AYTU under the terms of this Agreement and at AYTU’s request, provide AYTU with reasonable evidence to AYTU’s reasonable satisfaction of TRIS’ ability to do so (a “Supply Resumption Notice”). After AYTU’s receipt of a Supply Resumption Notice, AYTU will resume purchasing the Product from TRIS and TRIS will resume supplying the Product to AYTU, in accordance with the provisions of this Agreement as quickly as commercially practicable. The Supply Interruption will be deemed to have expired upon AYTU’s receipt of TRIS’ Supply Resumption Notice. Notwithstanding anything to the contrary contained in this Agreement, during the pendency of a Supply Interruption and until AYTU re-commences the purchase of Product exclusively from TRIS following a Supply Resumption Notice, AYTU shall remit to TRIS Royalty Payments with respect to the Net Sales from sales of the Competing Product as if such Competing Product were the Product under this Agreement, in accordance with [Section 6.3].

“Fuel Supply Agreement” means any of # that certain Petroleum Product Sale Agreement dated as of ​ by and between CST Marketing and Supply Company and Valero Marketing and Supply 885707.04-LACSR02A - MSW

In the event that a supply arrangement is entered into between the parties, such supply arrangement shall include reasonable allocation of available supply of the Compound or Product that prioritizes Commercialization and the Development Plan and the price of such supply to Neuren shall fairly recover the fully-burdened cost to ACADIA of providing such supply.

Product Markings. To the extent permitted by applicable Law, Commercializing Party shall include on all packaging and promotional materials for each Product a designation # that the Product incorporates the Licensed Protocol and/or Kaufmann Intellectual Property Rights and # if applicable, that the Product is manufactured under license from the Licensor, which designation must comply with applicable Law and otherwise be in form and substance reasonably acceptable to Licensor. Commercializing Party shall also ensure that all sublicensees and subcontractors mark Products accordingly.

Product Recall. In the event that either Party believes it may be necessary to conduct a recall, field correction, market withdrawal, stock recovery, or other similar action with respect to any Product which was sold under this Agreement (a “Recall”), AYTU and TRIS shall promptly consult with each other in good faith as to how best to proceed, it being understood and agreed that the final decision as to any Recall of any Product sold by AYTU or its Subsidiaries or its Sublicensees shall be made by AYTU, as AYTU is responsible for notifying regulatory agencies of any recall market withdrawals, etc., provided, however, that neither Party shall be prohibited hereunder from taking any action that it is required to take by Applicable Law. Each of TRIS and AYTU shall make a permanent, complete and accurate record of all costs incurred by it in connection with any Product recall.

Product Recall. Any mandatory product recall shall be required pursuant to any order or directive of any Governmental Authority affecting the products manufactured, sold or distributed by the Borrower or any of its Subsidiaries, if the aggregate sales price of the products so recalled shall, individually or together with all other similar recalls of such products during any twelve consecutive month period, equal or exceed ​; or