Automated Systems and Disposables. China Company acknowledges that the Automated Systems and the single-use disposables (the “Disposables”) designed for use with the Automated Systems constitute proprietary, trade secret materials of Argos and the parties contracted by Argos to design and supply these devices and supplies. In order to ensure product quality and to honor the rights of Argos and its contractors, China Company agrees that it shall not and shall not permit its Related Parties to reverse engineer, reproduce, sell, offer to sell, transfer or disclose the Automated Systems, components thereof or Disposables and that it shall not develop or commercialize directly or indirectly, any batches of Licensed Product other than with the use of authorized Automated Systems and Disposables purchased pursuant to Section 6.3 without Argos’ express written approval.
Automated Systems and Disposables. Notwithstanding the foregoing, in no event shall Argos be obligated to license to China Company or its Affiliates the right to make, have made, sell, offer to sell or import any technology associated with the Automated System. Upon completion of the development of the Automated System and the approval of its use by applicable Regulatory Authorities in the China Company Territory, Argos shall supply or shall use all reasonable efforts to cause its approved vendors to supply the requirements of China Company for Automated Systems and Disposables pursuant to a reasonable and customary supply agreement to be negotiated in good faith by the Parties; provided, however, that the price for Automated Systems to be included in such supply agreement shall be Argos’ fully burdened cost of supplying the Automated Systems and Argos shall not make any profit on the resale of Disposables to China Company. China Company shall be entitled to audit such costs in accordance with Section 3.5, mutatis mutandis.
