Common use of To Company Clause in Contracts

To Company. If Supplier desires to manufacture and supply such Enhanced or New Product(s), Supplier shall provide Company (a) a written production plan demonstrating Supplier's ability to satisfy the Performance Requirement, as described in the next sentence, for such Enhanced or New Product(s) (such plan shall include production locations and proposed dates for prototypes, sample production and full production) and (b) Supplier's proposed Price for such Enhanced or New Product(s). "Performance Requirement" shall mean the Company's reasonably prescribed performance standards for Material, including, but not limited to, quality, compliance with Specifications, delivery and service support, each determined in the case of an Enhanced Product with reference to standards for an Existing Product or family of Existing Products. The parties shall then negotiate in good faith to reach an agreement on such production plan's ability to satisfy the Performance Requirements and the Price to be charged for the Enhanced or New Product(s). In the event the parties agree on the production plan's satisfaction of the Performance Requirement and the Price for such Enhanced or New Product(s), and Supplier fulfills its obligations under the production plan (including the commencement of full production runs), then such Enhanced or New Product(s) will be added to Exhibit A for the purposes of this Agreement. All work performed by Supplier under this clause will be at Supplier's sole risk and expense, unless otherwise agreed to by the parties. If despite good faith negotiations the parties fail to agree (i) that the Enhanced or New Product(s) production plan satisfies the Performance Requirement or (ii) on a Price for the Enhanced or New Product(s), the parties agree to resolve the dispute through mediation as set forth in the Clause MEDIATION. In the event that as a result of such mediation, if necessary, the production plan is deemed to not satisfy the Performance Requirement, or the product plan slips the Company may purchase the Enhanced or New Product(s) from another source or sources and, the Volume/Price levels as outlined in the ("Volume/Price Letter") shall be adjusted to reflect the dollar amount purchased by Company from the other source or sources. If the Supplier desires not to make available for order by Company any Enhanced or New Product, the Company may purchase the Enhanced or New Product(s) from another source or sources and, the Volume/Price levels as outlined in the Volume Price Letter shall be adjusted to reflect the dollar amount purchased by Company from the other source or sources.

To Company. If Supplier desires to manufacture and supply such Enhanced or New Product(s), Supplier shall provide Company (a) a written production plan demonstrating Supplier's ability to satisfy the Performance Requirement, as described in the next sentence, for such Enhanced or New Product(s) (such plan shall include production locations and proposed dates for prototypes, sample production and full production) and (b) Supplier's proposed Price for such Enhanced or New Product(s). "Performance Requirement" shall mean the Company's reasonably prescribed performance standards for Material, including, but not limited to, quality, compliance with Specifications, delivery and service support, each determined in the case of an Enhanced Product with reference to standards for an Existing Product or family of Existing Products. 6 April 15, 1999 The parties shall then negotiate in good faith to reach an agreement on such production plan's ability to satisfy the Performance Requirements and the Price to be charged for the Enhanced or New Product(s). In the event the parties agree on the production plan's satisfaction of the Performance Requirement and the Price for such Enhanced or New Product(s), and Supplier fulfills its obligations under the production plan (including the commencement of full production runs), then such Enhanced or New Product(s) will be added to Exhibit A for the purposes of this Agreement. Where Company and Supplier have agreed upon a production plan's satisfaction of Performance Requirements, and price, and such production plan materially slips without contributing fault of Company, then Company may procure competitive product from alternative source. Given these circumstances, and when Supplier is able to satisfy the production plan, Company agrees to add such Enhanced or New Products to Exhibit A. However, such action by Company shall not restrict the Company from selling product from (the above) alternative supplier under a dual source arrangement provided Supplier's product is carried as the preferred product for resale. All work performed by Supplier under this clause will be at Supplier's sole risk and expense, unless otherwise agreed to by the parties. If despite good faith negotiations the parties fail to agree (i) that the Enhanced or New Product(s) production plan satisfies the Performance Requirement or (ii) on a Price for the Enhanced or New Product(s), the parties agree to resolve the dispute through mediation as set forth in the Clause MEDIATION. In the event that as a result of such mediation, if necessary, the production plan is deemed to not satisfy the Performance Requirement, or the product plan slips the Company may purchase the Enhanced or New Product(s) from another source or sources and, the Volume/Price levels as outlined in the ("Volume/Price Letter") shall be adjusted to reflect the dollar amount purchased by Company from the other source or sources. If the Supplier desires not to make available for order by Company any Enhanced or New Product, the Company may purchase the Enhanced or New Product(s) from another source or sources and, the Volume/Price levels as outlined in the Volume Price Letter shall be adjusted to reflect the dollar amount purchased by Company from the other source or sources.

To Company. If Supplier The First Offer Notice shall describe with reasonable specificity the Offered Technology. The First Offer Notice shall constitute an offer by EMORY to license such Offered Technology to COMPANY, and COMPANY, if it desires to manufacture and supply accept such Enhanced offer, shall, within thirty (30) days after delivery of the First Offer Notice, give EMORY written notice to such effect (the "Acceptance Notice"). Such technology shall be added to this Agreement by way of an amendment thereto. If COMPANY shall fail to deliver or New Product(s)otherwise declines the Acceptance Notice within the time period provided, Supplier COMPANY shall provide Company (a) a written production plan demonstrating Supplier's ability be deemed to satisfy have waived its right to accept the Performance Requirement, as described offer reflected in the next sentence, for such Enhanced or New Product(s) (such plan shall include production locations and proposed dates for prototypes, sample production and full production) and (b) Supplier's proposed Price for such Enhanced or New Product(s). "Performance Requirement" shall mean First Offer Notice as to the Company's reasonably prescribed performance standards for Material, includingOffered Technology, but not limited to, quality, compliance with Specifications, delivery and service support, each determined in as to other technology covered by the case of an Enhanced Product with reference to standards for an Existing Product or family of Existing Products. The parties shall then negotiate in good faith to reach an agreement on such production plan's ability to satisfy the Performance Requirements and the Price to be charged for the Enhanced or New Product(s). In the event the parties agree on the production plan's satisfaction of the Performance Requirement and the Price for such Enhanced or New Product(s)Option Invention, and Supplier fulfills its obligations under EMORY may thereafter offer to license the production plan (including the commencement of full production runs), then such Enhanced or New Product(s) will be added Offer Technology without any further obligation whatsoever thereunder to Exhibit A for the purposes of this Agreement. All work performed by Supplier under this clause will be at Supplier's sole risk and expense, unless otherwise agreed to by the parties. If despite good faith negotiations the parties fail to agree (i) that the Enhanced or New Product(s) production plan satisfies the Performance Requirement or (ii) on a Price for the Enhanced or New Product(s), the parties agree to resolve the dispute through mediation as set forth in the Clause MEDIATIONCOMPANY. In the event that COMPANY gives EMORY an Acceptance Notice, then, on such business day as a result COMPANY shall set forth in the Acceptance Notice, which shall be not less than thirty (30) days nor more than one hundred twenty (120) days after the giving of such mediationthe Acceptance Notice, if necessaryCOMPANY and EMORY shall enter into an amendment of this Agreement for the license of the Offered Technology. EXHIBIT “A” COMPANY’S FORM OF STOCK SUBSCRIPTION AGREEMENT INHIBIKASE THERAPEUTICS, INC. SUBSCRIPTION AGREEMENT To: Mxxxxx Xxxxxx, Ph.D. President & CEO Inhibikase Therapeutics, Inc. From: Emory University Emory University (the “Subscriber”) hereby irrevocably agrees to acquire from Inhibikase Therapeutics, Inc. (the “Company”) the number of shares of Common Stock of the Company (the "Shares") shown beside the duly authorized signature below in partial consideration of the license granted to Company for certain intellectual property rights of the Subscriber, on the following terms and conditions (the “Subscription”). To induce Subscriber to make this Subscription and acquire the Shares from Company, Company hereby represents and warrants that it has all requisite authority to sell and issue the Shares. To induce Company to accept this Subscription and issue the Shares to Subscriber, I, the production plan is deemed Subscriber, hereby represent, warrant, covenant to not satisfy the Performance Requirement, or the product plan slips the and agree with Company may purchase the Enhanced or New Product(s) from another source or sources and, the Volume/Price levels as outlined in the ("Volume/Price Letter") shall be adjusted to reflect the dollar amount purchased by Company from the other source or sources. If the Supplier desires not to make available for order by Company any Enhanced or New Product, the Company may purchase the Enhanced or New Product(s) from another source or sources and, the Volume/Price levels as outlined in the Volume Price Letter shall be adjusted to reflect the dollar amount purchased by Company from the other source or sources.follows: