Nanophase Technologies : EXCLUSIVE SUPPLY AGREEMENT (Form 8-K)

[*]







[****]

EXCLUSIVE SUPPLY AGREEMENT

THIS EXCLUSIVE SUPPLY AGREEMENT (‘Agreement’), made as of April 1 st 2021 (‘Effective Date’), is by and between SOLESENCE, LLC (‘SUPPLIER’) and ILIA Beauty, Inc., 1100 S. Coast Hwy #318, Laguna Beach, CA (‘ILIA’).

SUPPLIER and ILIA agree as follows:

[************]
1. SUPPLIER represents and warrants that it owns all intellectual property rights, including any existing utility/design patents and copyright, in [************] and associated features listed in Addendum 1 (‘PRODUCT’). SUPPLIER agrees it will not sell, or otherwise make available, the PRODUCT or any product which may serve as a reasonable substitute for the PRODUCT, to any other party during the term of the Agreement. In the event that ILIA’s purchases do not meet the aggregate forecasts after the 2nd year, the parties agree, upon written notice from either party, to attempt to renegotiate this agreement in good faith for a period of 30 days and suspend its automatic renewal. If the parties are unable to agree to amended terms within that thirty-day period, then either party may promptly terminate the agreement without penalty.
[************]
2. ILIA’s annual forecasts for purchases of the PRODUCT are: [****] units, 2021; [****] units 2022, [****] units, 2023, provided that these forecasts are not binding on ILIA. The parties agree that ILIA’s actual purchase orders may deviate from these forecasts and SUPPLIER confirms that it has the capacity to produce at least [****] units of PRODUCT annually. If the ordered quantities on