Supply Agreement

Expiration Date20 January 2025
Date20 January 2020
PartiesHOVIONE INTER AG ("HOVIONE"), INTERSECT ENT, Inc. ("INTERSECT"), (each as "Party", together as "Parties")
SectionCommercial Contracts
Exhibit 10.1
[*] Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be
competitively harmful if publicly disclosed.
SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT (this “Agreement”) is made this, 20th
day of January, 2020 (the “Effective Date”), by and between HOVIONE INTER AG,
together with its subsidiaries and affiliates, and organized and existing under the laws of Switzerland and having its registered office at Pilatusstrasse 23,
CH-6003, Luzern, Switzerland (hereafter referred to as “HOVIONE”), and INTERSECT ENT, Inc. together with its subsidiaries and affiliates, and organized
and existing under the laws of Delaware and having its registered office at 1555 Adams Drive, Menlo Park, CA 94025 (hereafter referred to as
“INTERSECT”). HOVIONE and INTERSECT are each sometimes referred to herein as a “Party” and together as the “Parties.”
WHEREAS, HOVIONE has developed and manufacturers the active pharmaceutical ingredient(s) identified in Exhibit A hereto (the “API”);
and
WHEREAS, INTERSECT develops and markets Finished Product based on the API, as defined herein; and
WHEREAS, INTERSECT desires to acquire API from HOVIONE to incorporate into the Finished Product; and
WHEREAS, HOVIONE is willing to supply such API for INTERSECT’s use, on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the promises and the mutual covenants set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree and covenant as follows:
1. Definitions
1.1. “Active Pharmaceutical Ingredient” or “API” shall have the meaning given such term in the preamble hereof.
1.2. “Affiliate” means any entity controlling, controlled by or under common control with either Party hereto. For purpose of this
definition, “control” shall mean ownership of over fifty percent (50%) of the equity capital, the outstanding voting securities or other
ownership interest of an entity, or the right to receive over fifty percent (50%) of the profits or earnings of an entity. In the case of
non-stock organizations, the term “control” shall mean the power to control the distribution of profits.
1.3. “Applicable Law” shall mean the laws, regulations, rules and guidelines pertaining to the development, manufacture, packaging,
labeling, storage, import, export, distribution, marketing, sale and/or intended use of the API or the Finished Product.
1.4. “Batch Record” shall mean a batch manufacturing record, prepared according to applicable cGMP guidelines, for every production
batch of API.
1.5. “Confidential Information” shall mean all the technical information, whether tangible or intangible, including (without limitation)
any and all data, techniques, discoveries, inventions, processes, know-how, patent applications, inventor certificates, trade secrets,
methods of production and other proprietary information, that either Party or its Affiliates have ownership rights to (as either owner,
licensee or sub-licensee), or may hereafter obtain rights.
1

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