Common use of Cancellation of cGMP Batches Clause in Contracts

Cancellation of cGMP Batches. If Forty Seven cancels (i) any cGMP Batch within the Assigned Capacity it shall not receive any refund or rebate of the Suite Fee (except as set forth in this Clause 6.5 or Clause 6.7), and (ii) any Additional cGMP Batch, as defined below, for which Lonza accepted a purchase order, (A) Forty Seven shall pay [*] of the Price for such cancelled Additional cGMP Batch if Forty Seven provides written notice of [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. cancellation of such Additional cGMP Batch to Lonza less than or equal to [*] months prior to the Commencement Date of such Additional cGMP Batch or (B) Forty Seven shall pay [*] of the Price for such cancelled Additional cGMP Batch if Forty Seven provides written notice of cancellation of such Additional cGMP Batch to Lonza more than [*] months but less than or equal to [*] months prior to the Commencement Date of such Additional cGMP Batch. In addition, Forty Seven shall pay for all costs associated with the cancelled cGMP Batch that Lonza has incurred, or is irrevocably committed to pay, including the costs of Raw Materials and the Raw Materials Fee, in accordance with Clause 2.8. Lonza shall use commercially reasonable efforts to sell all or any part of the Assigned Capacity (“Additional cGMP Batch Capacity”) that Forty Seven has notified Lonza that it does not wish to use, but Lonza does not make any commitment, warranty or representation that it will be successful in finding any Third Party customer (existing or new) to fill such excess Assigned Capacity and/or Additional cGMP Batch Capacity. If Lonza is able to sell all or any part of such excess Assigned Capacity to a Third Party for a new project, Lonza shall refund to Forty Seven [*] the Suite Fee for such year with respect to each manufacturing slot Lonza is able to sell to a Third Party. If Lonza is able to sell all or any part of such excess Additional cGMP Batch Capacity to a Third Party for a new project, Lonza shall refund to Forty Seven [*] the Price paid by Forty Seven for the cancelled Additional cGMP to the extent [*]. In addition, Forty Seven may refer potential Third Party customers to Lonza in respect of any such excess Assigned Capacity and/or Additional cGMP Batch Capacity, provided that Lonza shall at all times have the sole and absolute discretion whether or not it decides to enter into discussions with such referred Third Party customers.

Cancellation of cGMP Batches. If Forty Seven cancels (i) 5.2.1 Customer must pay CMC the cancellation fees stated below if any cGMP Batch within or other Batch scheduled for manufacture in CMC’s cGMP facility (e.g., an engineering batch) is delayed, vacated or cancelled as a result of (a) Customer terminating the Assigned Capacity it shall not receive any refund Batch, Slot or rebate this agreement except for termination of this agreement under Section 12.2 (“Termination for Default”) where CMC is the Suite Fee “Defaulting Party;” (except as set forth b) CMC terminating the Batch, Slot or this agreement pursuant to Section 4.3 (“Changes in this Clause 6.5 or Clause 6.7cGMP”), and 12.2 (ii“Termination for Default”) any Additional cGMP where Customer is the “Defaulting Party” or 12.5 (“Termination for Certain Unresolved Indemnity Claims”); (c) CMC terminating the Batch, as defined belowSlot or this agreement pursuant to Section 12.4 (“Termination for Scientific or Technical Delays”). (d) a Non-Fault Delay (each, “Cancelled Batch”). 5.2.2 Customer must pay the following amounts to CMC for which Lonza accepted a purchase order, each Cancelled Batch (A) Forty Seven shall pay “Cancellation Fees”); [*]: Notice [*] of prior to the Price for such cancelled Additional cGMP Batch if Forty Seven provides written scheduled Commencement Date and notice of cancellation served on the Commencement Date or during a Batch. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 Price of the Securities Act of 1933, as amended. cancellation of such Additional cGMP Cancelled Batch to Lonza less than or equal to Notice served [*] months prior to before the scheduled Commencement Date of such Additional cGMP Batch or (B) Forty Seven shall pay Date. [*] Price of the Price for such cancelled Additional cGMP Cancelled Batch if Forty Seven provides written notice of cancellation of such Additional cGMP Batch to Lonza more than Notice served [*] months but less than or equal to before the scheduled Commencement Date. [*] months prior to the Commencement Date of such Additional cGMP Batch. In addition, Forty Seven shall pay for all costs associated with the cancelled cGMP Batch that Lonza has incurred, or is irrevocably committed to pay, including the costs of Raw Materials and the Raw Materials Fee, in accordance with Clause 2.8. Lonza shall use commercially reasonable efforts to sell all or any part Price of the Assigned Capacity (“Additional cGMP Cancelled Batch Capacity”) that Forty Seven has notified Lonza that it does not wish to use, but Lonza does not make any commitment, warranty or representation that it will be successful in finding any Third Party customer (existing or new) to fill such excess Assigned Capacity and/or Additional cGMP Batch Capacity. If Lonza is able to sell all or any part of such excess Assigned Capacity to a Third Party for a new project, Lonza shall refund to Forty Seven Notice served [*] before the Suite Fee for such year with respect to each manufacturing slot Lonza is able to sell to a Third Partyscheduled Commencement Date. If Lonza is able to sell all or any part of such excess Additional cGMP Batch Capacity to a Third Party for a new project, Lonza shall refund to Forty Seven [*] Price of the Price Cancelled Batch For Section 5.2.2, the date of service of notice of a Cancelled Batch is the earlier of (a) the date notice to terminate a Batch, Slot or this agreement is given by the terminating party to the other party; (b) the date that the new Timeline has been agreed by the parties; or (c) CMC has given notice that the Timeline has been updated. If CMC sells to a new third party customer (“Other Customer”) capacity not previously reserved or contemplated by that Other Customer at the time of the cancellation, filling the Slot that would have been used for Customer had the Cancelled Batch not occurred, then CMC shall reduce the payment due under Section 5.2.2 by a sum equal to the fee paid by Forty Seven the Other Customer (after accounting for the cancelled Additional cGMP out-of-pocket costs incurred by CMC to the extent [*]. In addition, Forty Seven may refer potential Third Party customers to Lonza in respect of any accomplish such excess Assigned Capacity and/or Additional cGMP Batch Capacity, provided that Lonza shall at all times have the sole and absolute discretion whether or not it decides to enter into discussions with such referred Third Party customersmitigation).

Cancellation of cGMP Batches. If Forty Seven cancels 5.2.1 Customer must pay AGC: (a) the cancellation fees set forth on the Cover Page (“Cancellation Fees”) (i) if any cGMP Batch within or other Batch scheduled for manufacture in AGC’s cGMP facility (e.g., an engineering batch) is delayed, vacated, or cancelled as a result of Customer terminating or postponing the Assigned Capacity it shall not receive any refund Batch, Slot or rebate terminating this Agreement except for termination of this Agreement under Section 12.2 (“Termination for Default”) where AGC is the Suite Fee (except as set forth in this Clause 6.5 or Clause 6.7), and “Defaulting Party”; (ii) if any Additional cGMP Batch or other Batch scheduled for manufacture in AGC’s cGMP facility (e.g., an engineering batch) is delayed, vacated, or cancelled as a result of any of the events under [*]; (iii) if any cGMP Batch or other Batch scheduled for manufacture in AGC’s cGMP facility (e.g., an engineering batch) is delayed, vacated, or cancelled due to the [*] (each a “Cancelled Batch, as defined below, for which Lonza accepted a purchase order, ”) (Ab) Forty Seven shall pay [*] of the Price for such cancelled Additional cGMP Batch Cancellation Fees if Forty Seven provides written notice of [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. cancellation of such Additional cGMP Batch to Lonza less than or equal to [*] months prior to the Commencement Date of such Additional any cGMP Batch or other Batch scheduled for manufacture in AGC’s cGMP facility (Be.g., an engineering batch) Forty Seven shall pay is delayed, vacated, or cancelled as a result [*]; (c) [*] of the Price for such cancelled Additional cGMP Batch if Forty Seven provides written notice of cancellation of such Additional cGMP Batch to Lonza more than Cancellation Fees [*] months but less than ]. 5.2.2 For clarity, Customer will not pay any fee if the cancellation is due to shortage of raw materials which AGC is responsible for procuring as set forth in the applicable Work Statement as long as such shortage is due to AGC’s negligence or equal to [*] months prior to the Commencement Date of such Additional cGMP Batch. In additionwilful misconduct in ordering raw materials, Forty Seven and provided that AGC shall pay for all costs associated with the cancelled cGMP Batch that Lonza has incurred, or is irrevocably committed to pay, including the costs of Raw Materials and the Raw Materials Fee, in accordance with Clause 2.8. Lonza shall (a) use commercially reasonable efforts to sell maintain at all or times adequate inventory levels of raw materials as necessary to manufacture the applicable Batch(es) in accordance with the applicable timelines as set forth herein, (b) keep Customer reasonably informed about the availability of such raw materials, and, without limiting the foregoing, promptly inform Customer about any part delay in the supply of the Assigned Capacity (“Additional cGMP Batch Capacity”) such raw materials that Forty Seven has notified Lonza that it does not wish could reasonably be expected to use, but Lonza does not make any commitment, warranty or representation that it will be successful in finding any Third Party customer (existing or newaffect AGC’s ability to supply such Batch(es) to fill such excess Assigned Capacity and/or Additional cGMP Batch Capacity. If Lonza is able Customer in accordance with the applicable timelines as set forth herein, and (c) use commercially reasonable efforts to sell all or any part of such excess Assigned Capacity to a Third Party for a new project, Lonza shall refund to Forty Seven [*] mitigate the Suite Fee for such year with respect to each manufacturing slot Lonza is able to sell to a Third Party. If Lonza is able to sell all or any part of such excess Additional cGMP Batch Capacity to a Third Party for a new project, Lonza shall refund to Forty Seven [*] the Price paid by Forty Seven for the cancelled Additional cGMP to the extent [*]. In addition, Forty Seven may refer potential Third Party customers to Lonza in respect effects of any such excess Assigned Capacity and/or Additional cGMP Batch Capacitydelay in consultation with Customer, provided including using any inventory that Lonza shall at all times have AGC is not contractually obligated to use for the sole and absolute discretion whether or not it decides to enter into discussions with such referred Third Party benefit of other customers.