Common use of Supply of Materials Clause in Contracts

Supply of Materials. 1. ALTUS shall provide AMANO with forecasts setting out the amounts of Materials it expects it will require for each month during the [********] period from the time of preparation of the relevant forecast. The forecasts shall be updated [********]. ALTUS shall prepare a separate forecast for the [**********] required for any [*********************]. Upon ALTUS's request, AMANO shall supply ALTUS with reasonable quantities of Materials manufactured by AMANO in accordance with Specifications, regardless of fully finished or not, be necessary for ALTUS's Development. 2. If ALTUS places an order for Materials with AMANO for the purpose of ALTUS's Development pursuant to this Agreement that does not exceed the amount of Materials set forth in the most recent forecast for the relevant month, AMANO shall [**************************************]; provided, however, if ALTUS places an order for Materials in excess of the volume specified in the applicable forecast, supply by AMANO of such excess Materials shall be subject to [***********************************] and to [************************************************]. Supply of Materials by AMANO hereunder may be conducted through AMANO's subsidiary, Amano Enzyme USA Co., Ltd. based in U. S. A. 3. The parties hereto shall make a supply contract or contracts in accordance with the terms of this Agreement, on a bona fide basis, from case to case relating to the supply of Materials as provided hereinabove. The supply contract shall definitely provide terms Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. and conditions including but not limited to kind of Materials, quantities, Specifications, time of shipment, trade terms, price, payment and etc. 4. AMANO shall not supply [**************] other than to ALTUS without prior written consent from ALTUS except as otherwise provided in Article 12.3, provided that nothing herein contains any restriction of supplying other party than ALTUS with any of Amano Enzymes or materials manufactured [***************************************] and/or other technologies of any third party. 5. Being understood that evaluate, use or application of Materials and Specifications for medical products are decided by ALTUS at its sole discretion, AMANO shall incur [*********] on Materials supplied hereunder, [**********] (a) all or any consequential or indirect losses or damages or loss of profit suffered or incurred by ALTUS or any third party howsoever caused; or (b) all or any actions, proceedings, demands or claims made against ALTUS or any third party by any person whatsoever, provided AMANO prepares the Materials in accordance with the Specifications and Good Manufacturing Practices. ALTUS shall indemnify and hold AMANO harmless from [********************] arising out of or related to [********************* ************************************], provided AMANO prepares the Materials in accordance with [******************************************]. ALTUS halt obtain and maintain, at its own expense, during the life of this Agreement and thereafter, [********] insurance covering product liability, tort liability and other liability relating to Materials and Products written by an insurer satisfactory to AMANO and [************* **************************************].

Supply of Materials. 1. ALTUS shall provide AMANO with forecasts setting out the amounts of Materials it expects it will require for each month during the [********] period from the time of preparation of the relevant forecast. The forecasts shall be updated [********]. ALTUS shall prepare a separate forecast for the [**********] required for any [*********************]. Upon ALTUS's request, AMANO shall supply ALTUS with reasonable quantities of Materials manufactured by AMANO in accordance with Specifications, regardless of fully finished or not, be necessary for ALTUS's Development. 2. If ALTUS places an order for Materials with AMANO for the purpose of ALTUS's Development pursuant to this Agreement that does not exceed the amount of Materials set forth in the most recent forecast for the relevant month, AMANO shall [**************************************]; provided, however, if ALTUS places an order for Materials in excess of the volume specified in the applicable forecast, supply by AMANO of such excess Materials shall be subject to [***********************************] and to [************************************************]. Supply of Materials by AMANO hereunder may be conducted through AMANO's subsidiary, Amano Enzyme USA Co., Ltd. based in U. S. A. 3. The parties hereto shall make a supply contract or contracts in accordance with the terms of this Agreement, on a bona fide basis, from case to case relating to the supply of Materials as provided hereinabove. The supply contract shall definitely provide terms Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 of the Securities ActOF THE SECURITIES ACT. and conditions including but not limited to kind of Materials, quantities, Specifications, time of shipment, trade terms, price, payment and etc. 4. AMANO shall not supply [**************] other than to ALTUS without prior written consent from ALTUS except as otherwise provided in Article 12.3, provided that nothing herein contains any restriction of supplying other party than ALTUS with any of Amano Enzymes or materials manufactured [***************************************] and/or other technologies of any third party. 5. Being understood that evaluate, use or application of Materials and Specifications for medical products are decided by ALTUS at its sole discretion, AMANO shall incur [*********] no liability on Materials supplied hereunder, [**********] whatsoever for (a) all or any consequential or indirect losses or damages or loss of profit suffered or incurred by ALTUS or any third party howsoever caused; or (b) all or any actions, proceedings, demands or claims made against ALTUS or any third party by any person whatsoever, provided AMANO prepares the Materials in accordance with the Specifications and Good Manufacturing Practices. ALTUS shall indemnify and hold AMANO harmless from [********************] all cost, expense and liability arising out of or related to [********************* ************************************]injury to persons or property resulting from ALTUS's use of Materials, provided AMANO prepares the Materials in accordance with [******************************************]the Specifications and Good Manufacturing Practices. ALTUS halt obtain and maintain, at its own expense, during the life of this Agreement and thereafter, [********] sufficient insurance covering product liability, tort liability and other liability relating to Materials and Products written by an insurer satisfactory to AMANO and [************* **************************************]in which insurance AMANO shall be named as additional insured.

Supply of Materials. 1. ALTUS shall provide AMANO with forecasts setting out the amounts of Materials it expects it will require for each month during the [********] period from the time of preparation of the relevant forecast. The forecasts shall be updated [********]. ALTUS shall prepare a separate forecast for the [**********] required for any [*********************]. Upon ALTUS's ’s request, AMANO shall supply ALTUS with reasonable quantities of Materials manufactured by AMANO in accordance with Specifications, regardless of fully finished or not, be necessary for ALTUS's ’s Development. 2. If ALTUS places an order for Materials with AMANO for the purpose of ALTUS's ’s Development pursuant to this Agreement that does not exceed the amount of Materials set forth in the most recent forecast for the relevant month, AMANO shall [**************************************]; provided, however, if ALTUS places an order for Materials in excess of the volume specified in the applicable forecast, supply by AMANO of such excess Materials shall be subject to [***********************************] and to [************************************************]. Supply of Materials by AMANO hereunder may be conducted through AMANO's ’s subsidiary, Amano Enzyme USA Co., Ltd. based in U. S. A. 3. The parties hereto shall make a supply contract or contracts in accordance with the terms of this Agreement, on a bona fide basis, from case to case relating to the supply of Materials as provided hereinabove. The supply contract shall definitely provide terms Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. and conditions including but not limited to kind of Materials, quantities, Specifications, time of shipment, trade terms, price, payment and etc. 4. AMANO shall not supply [**************] other than to ALTUS without prior written consent from ALTUS except as otherwise provided in Article 12.3, provided that nothing herein contains any restriction of supplying other party than ALTUS with any of Amano Enzymes or materials manufactured [***************************************] and/or other technologies of any third party. 5. Being understood that evaluate, use or application of Materials and Specifications for medical products are decided by ALTUS at its sole discretion, AMANO shall incur [*********] no liability on Materials supplied hereunder, [**********] whatsoever for (a) all or any consequential or indirect losses or damages or loss of profit suffered or incurred by ALTUS or any third party howsoever caused; or (b) all or any actions, proceedings, demands or claims made against ALTUS or any third party by any person whatsoever, provided AMANO prepares the Materials in accordance with the Specifications and Good Manufacturing Practices. ALTUS shall indemnify and hold AMANO harmless from [********************] all cost, expense and liability arising out of or related to [********************* ************************************]injury to persons or property resulting from ALTUS’s use of Materials, provided AMANO prepares the Materials in accordance with [******************************************]the Specifications and Good Manufacturing Practices. ALTUS halt obtain and maintain, at its own expense, during the life of this Agreement and thereafter, [********] sufficient insurance covering product liability, tort liability and other liability relating to Materials and Products written by an insurer satisfactory to AMANO and [************* **************************************]in which insurance AMANO shall be named as additional insured.