Common use of Transfer of Supply Agreement Clause in Contracts

Transfer of Supply Agreement. Argent and Mikart have agreed in the Product Development Agreement that, should Mikart be unable or unwilling to continue to fulfill its obligations to manufacture and supply the Products, Mikart will cooperate with Argent and/or Argent’s transferee(s) to effect an orderly transfer of the manufacturing for the Products to an alternate third-party contract manufacturer mutually acceptable to the parties. Any such transfer will be undertaken in a manner that attempts to minimize the potential for supply disruption for the Products, and the Supply Agreement between Mikart and Vertical shall state specifically that all costs incurred in such transfer shall be paid by Mikart and Vertical shall not be responsible for same (nor shall Argent). As all of the manufacturing information pertaining to the Products has been developed by Mikart and has been incorporated in (or will be incorporated in) its regulatory filings, such information is considered under the confidentiality provisions of the Product Development Agreement to be the confidential information of Mikart. However, as set forth in Section 8.3.4 below, in the event that supply of the Products from the Contract Manufacturer ceases or is disrupted for more than ninety (90) days or in a manner that significantly affects Vertical’s sales of the Products, then Vertical’s obligations under this Agreement (other than the submission of royalty reports and payments under Section 8.4 below) shall be suspended until there is a resumption of supply (or sufficient supply) by the Contract Manufacturer or there is a transfer of the manufacturing duties for the Products to an alternate third-party contract manufacturer mutually acceptable to the parties, and Vertical’s other obligations under this Agreement shall be extended for a period of time equal to any period of suspension. For the avoidance of doubt, a condition precedent to Mikart’s obligation to transfer the manufacturing for the Products to an alternate third-party contract manufacturer mutually acceptable to the parties shall be the existence of a Supply Agreement for the Products between Vertical and Mikart in which Vertical is not in material breach of the provisions thereof.

Transfer of Supply Agreement. Argent and Mikart have agreed in the Product Development Agreement that, should Mikart be unable or unwilling to continue to fulfill its obligations to manufacture and supply the Products, Mikart will cooperate with Argent and/or Argent’s transferee(s) to effect an orderly transfer of the manufacturing for the Products to an alternate third-party contract manufacturer mutually acceptable to the parties. Any such transfer will be undertaken in a manner that attempts to minimize the potential for supply disruption for the Products, and the Supply Agreement between Mikart and Vertical shall state specifically that all costs incurred in such transfer shall be paid by Mikart and Vertical shall not be responsible for same (nor shall Argent). As all of the manufacturing information pertaining to the Products has been developed by Mikart and has been incorporated in (or will be incorporated in) its regulatory filings, such information is considered under the confidentiality provisions of the Product Development Agreement to be the confidential information of Mikart. However, as set forth in Section 8.3.4 below, in the event that supply of the Products from the Contract Manufacturer ceases or is disrupted for more than THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ninety (90) days or in a manner that significantly affects Vertical’s sales of the Products, then Vertical’s obligations under this Agreement (other than the submission of royalty reports and payments under Section 8.4 below) shall be suspended until there is a resumption of supply (or sufficient supply) by the Contract Manufacturer or there is a transfer of the manufacturing duties for the Products to an alternate third-party contract manufacturer mutually acceptable to the parties, and Vertical’s other obligations under this Agreement shall be extended for a period of time equal to any period of suspension. For the avoidance of doubt, a condition precedent to Mikart’s obligation to transfer the manufacturing for the Products to an alternate third-party contract manufacturer mutually acceptable to the parties shall be the existence of a Supply Agreement for the Products between Vertical and Mikart in which Vertical is not in material breach of the provisions thereof.