Common use of Supply Obligations Clause in Contracts

Supply Obligations. Upon Denali’s request, to the extent that Takeda is the Manufacturing Lead for the Terminated Program prior to the termination of this Agreement, Takeda shall either (a) assign to Denali Takeda’s agreement(s) with its Third Party Provider for the Terminated Biologics, Terminated Products and placebo, or alternatively, use reasonable efforts to facilitate Denali’s entering into a direct supply agreement with such Third Party Provider of the Terminated Biologics, Terminated Products and placebo on comparable terms to those between Takeda and such Third Party Provider (in each case assuming Takeda is then obtaining supply of Terminated Biologics, Terminated Products or placebo from a Third Party Provider) and (b) except to the extent the applicable termination was made in accordance with Section 14.6 (Termination for a Material Safety Event), to the extent Takeda or its Affiliate is producing its own supply of the Terminated Product, Terminated Biologic or placebo, use Commercially Reasonable Efforts to [***], until the date on which Denali notifies Takeda in writing that Denali has secured an alternative manufacturer for the Terminated Biologics and/or Terminated Products, but in no event more for than [***] after the effective date of any expiration or termination of this Agreement. In the case of (b), Denali shall pay to Takeda a transfer price for the materials supplied equal to [***] for Terminated Products delivered within the first [***] after the effective date of termination, and, as the case may be, [***] for Terminated Products delivered thereafter; provided, however, in the event the applicable termination was made for Denali’s breach or insolvency, the transfer price for materials supplied shall equal [***] beginning on the effective date of the termination. Confidential 102 *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Supply Obligations. Upon DenaliLicensor’s request, to the extent that Takeda is the Manufacturing Lead for the Terminated Program prior to the termination of this Agreement, Takeda AbbVie shall either (a) to the extent allowable under such agreements, assign to Denali TakedaLicensee or its Affiliates the portion of AbbVie’s agreement(s) with its Third Party Provider for manufacturing provider related to the Terminated BiologicsAntibodies, Terminated Products and placeboplacebo used in connection therewith, or alternatively, use reasonable efforts Commercially Reasonable Efforts to facilitate DenaliLicensor’s entering into a direct supply agreement with such Third Party Provider manufacturing provider of the Terminated BiologicsAntibodies, Terminated Products and placebo used in connection therewith on comparable terms to those between Takeda AbbVie and such Third Party Provider manufacturing provider (in each case assuming Takeda AbbVie is then obtaining supply of Terminated BiologicsAntibodies, Terminated Products or placebo used in connection therewith from a Third Party Providermanufacturing provider) and (b) except to the extent the applicable termination was made in accordance with Section 14.6 (Termination for a Material Safety Event), to the extent Takeda AbbVie or its Affiliate is producing its own supply of the Terminated Product, Terminated Biologic Antibody or placebo, use Commercially Reasonable Efforts to [***]supply to Licensor the Terminated Antibodies and/or Terminated Products and placebo as requested by Licensor, to the extent reasonably necessary for Licensor’s continued Development and Commercialization of such Terminated Antibodies and/or Terminated Products, until the date on which Denali Licensor notifies Takeda AbbVie in writing that Denali Licensor has secured an alternative manufacturer for the Terminated Biologics Antibodies and/or Terminated Products, but in no event more for than [***] after the effective date of any expiration or termination of this Agreement. In the case of (b), Denali Licensor shall pay to Takeda AbbVie a transfer price for the materials supplied equal to [***] for Terminated Products delivered within the first [***] after Manufacturing Cost thereof. Without limiting the effective date of termination, and, as the case may be, [***] for Terminated Products delivered thereafter; provided, howeverforegoing, in either case Licensor shall additionally have the event the applicable termination was made for Denali’s breach or insolvency, right to immediately have AbbVie commence the transfer price for materials supplied shall equal [***] beginning on the effective date of the terminationManufacturing Process to Licensor or its designee, with such transfer to be carried out in accordance with the terms of Section 3.5.3, applied mutatis mutandis. Confidential 102 *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.