Common use of Commitment to Supply Clause in Contracts

Commitment to Supply. 5.1. Within 90 days of the Bridge Solution meeting the product profile, development needs and aesthetics of products that such ingredients were intended for, COLORESCIENCE shall begin to purchase the Bridge Solution. Substantially all of COLORESCIENCE’s requirements for TiO2 shall be supplied by SOLÉSENCE, as a replacement for [*]. COLORESCIENCE shall provide SOLÉSENCE a forecast of COLORESCIENCE’s requirements on a quarterly basis. 5.2. Within 90 days of the Bridge Solution meeting the product profile, development needs and aesthetics of products that such ingredients were intended for, COLORESCIENCE shall begin to purchase the Bridge Solution. It is the intention of both parties, that a substantial portion, if not all, of Client’s requirements for TiO2and Zinc Oxide shall be supplied by SOLÉSENCE, either as a replacement of the Bridge Solution, as the Innovation Active Solution or through the supply of the Finished Product. COLORESCIENCE shall provide SOLÉSENCE a forecast of COLORESCIENCE’s requirements on a quarterly basis. COLORESCIENCE Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. Omitted information, marked “[*]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment. 5.2.1. It is understood that the Innovation Active Solution is intended to be a critical component of Client’s most important franchise product. SOLÉSENCE shallenable supply, establish and maintain an inventory equivalent to at least two months inventory based upon COLORESCIENCE forecast. SOLÉSENCE will within 120 days of the commercialization of the Innovation Active, qualify a third party manufacturer (Qualified Manufacturer) to produce the Innovation Active consistent with the specifications in Exhibit A. Should SOLÉSENCE be unable for a period of 60 days be unable to supply the Innovation Active for any reason whatsoever, SOLÉSENCE shall compell the Qualified Manufacturer to produce the Innovation Active. Upon resumption of production capability, SOLÉSENCE shall resume production and supply of the Innovation Active to COLORESCIENCE. 5.2.2. Should SOLÉSENCE due to insolvency be unable to supply the Innovation Active for a period of greater than 60 days, COLORESCIENCE shall receive a license to have the Qualified Manufacturer said produce and supply the Innovation Active agreement to COLORESCIENCE. A royalty in the amount of [*]% of the purchase price of the Innovation Active as provided in Exhibit A shall be made payable to the then owner of Patent # 9,139,737 for all purchases made by or on behalf of COLORESCIENCE. 5.3. COLORESCIENCE and SOLÉSENCE will engage in at least one yearly pipeline development discussion to review additional products that may be suitable for SOLÉSENCE to provide COLORESCIENCE. It is both partied intention to continue to explore future product innovation opportunities together in the liquid product category.

Commitment to Supply. 5.1. Within 90 days of the Bridge Solution meeting the product profile, development needs and aesthetics of products that such ingredients were intended for, COLORESCIENCE shall begin to purchase the Bridge Solution. Substantially all of COLORESCIENCE’s requirements for TiO2 shall be supplied by SOLÉSENCE, as a replacement for [*]. COLORESCIENCE shall provide SOLÉSENCE a forecast of COLORESCIENCE’s requirements for Products on a quarterly basisbasis as provided in Section 7.2 below. 5.25.1.1. Within 90 It is understood that the Products are intended to be a critical component of COLORESCIENCE’s most important franchise products. SOLÉSENCE shall enable supply, establish and maintain an inventory at its facility equivalent to at least three months’ supply based upon COLORESCIENCE’s most recent forecasts, provided that with respect to the Innovation Solution Actives, SOLÉSENCE shall maintain an inventory at its facility equivalent to at least six months’ supply based upon COLORESCIENCE’s most recent forecasts. SOLÉSENCE will within 120 days of the Bridge Solution meeting commercialization of each Product, qualify a third party manufacturer (the product profile“Qualified Manufacturer”) acceptable to COLORESCIENCE to produce such Product consistent with the Product Specifications. Should SOLÉSENCE be unable for a period of 60 days to supply any Products for any reason whatsoever, development needs SOLÉSENCE shall compel the Qualified Manufacturer to produce such Products on SOLÉSENCE’s behalf. Upon resumption of production capability, SOLÉSENCE shall resume production and aesthetics supply of products such Products to COLORESCIENCE. 5.1.2. Should SOLÉSENCE due to insolvency, breach, Force Majeure Event or any other reason be unable or otherwise fail to supply any Products for a period of greater than 75 days (provided that in the event of a Force Majeure Event, such ingredients were intended forperiod shall be greater than six (6) months), and such failure was not due to a breach or failure of COLORESCIENCE to comply with its obligations under this Agreement, COLORESCIENCE shall begin have the right to have the Qualified Manufacturer or, if such Qualified Manufacturer is unable to meet the supply obligations under this Agreement, an alternative manufacturer chosen by COLORESCIENCE, produce and supply such Products directly for COLORESCIENCE, until such time as SOLÉSENCE can resume supply. Any agreement between SOLÉSENCE and the Qualified Manufacturer shall provide that COLORESCIENCE shall have the right to purchase Products at prices no greater than the Bridge Solutionprices provided in this Agreement. It To the extent such price is less than that provided under this Agreement, COLORESCIENCE agrees to provide such differential to the intention then owner of both parties, U.S. Patent 9,139,737 provided that a substantial portion, if not all, (i) such Patent Rights has validly issued claim covering such Product at the time of Client’s requirements for TiO2and Zinc Oxide manufacture and (ii) in no event shall be supplied by SOLÉSENCE, either as a replacement such royalty payment constitute more than [*]% of the Bridge Solution, as total purchase price of such Product from the Innovation Active Solution or through the supply of the Finished ProductQualified Manufacturer. COLORESCIENCE and the Qualified Manufacturer shall provide only have the rights to use SOLÉSENCE a forecast technology for the manufacture of COLORESCIENCE’s requirements on a quarterly basisProducts. SOLÉSENCE maintains all rights to take legal action should Qualified Manufacturer alone or by the direction of COLORESCIENCE or COLORESCIENCE use SOLÉSENCE technology for other than the manufacture of Products. Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. Omitted information, marked “[*]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment. 5.2.1. It is understood that the Innovation Active Solution is intended to be a critical component of Client’s most important franchise product. SOLÉSENCE shallenable supply, establish and maintain an inventory equivalent to at least two months inventory based upon COLORESCIENCE forecast. SOLÉSENCE will within 120 days of the commercialization of the Innovation Active, qualify a third party manufacturer (Qualified Manufacturer) to produce the Innovation Active consistent with the specifications in Exhibit A. Should SOLÉSENCE be unable for a period of 60 days be unable to supply the Innovation Active for any reason whatsoever, SOLÉSENCE shall compell the Qualified Manufacturer to produce the Innovation Active. Upon resumption of production capability, SOLÉSENCE shall resume production and supply of the Innovation Active to COLORESCIENCE. 5.2.2. Should SOLÉSENCE due to insolvency be unable to supply the Innovation Active for a period of greater than 60 days, COLORESCIENCE shall receive a license to have the Qualified Manufacturer said produce and supply the Innovation Active agreement to COLORESCIENCE. A royalty in the amount of [*]% of the purchase price of the Innovation Active as provided in Exhibit A shall be made payable to the then owner of Patent # 9,139,737 for all purchases made by or on behalf of COLORESCIENCE. 5.3. COLORESCIENCE and SOLÉSENCE will engage in at least one yearly pipeline development discussion to review additional products that may be suitable for SOLÉSENCE to provide COLORESCIENCE. It is both partied intention to continue to explore future product innovation opportunities together in the liquid product category.