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.
