Celera’s Right to Continue Production. In the event AB elects to remove a Celera Critical Product from Exhibit A or is prevented from supplying a Celera Critical Product due to a Force Majeure Event (as defined in Section 22.6) applicable to AB that continues for 60 days beyond the delivery date for such Celera Critical Product, AB will have the option of (i) securing an alternative source of supply for such Celera Critical Product, subject to Celera’s approval, such approval not to be unreasonably withheld or delayed, or (ii) granting Celera the right to manufacture such Celera Critical Product itself or through a Third Party Manufacturer selected by Celera, subject to AB’s approval, such approval not to be unreasonably withheld or delayed. Notwithstanding anything to contrary herein, AB will not be obligated to transfer any IPR to Celera or a Third Party Manufacturer if AB is prohibited from doing so by an injunction. Any alternative source of supply of a Celera Critical Product to Celera pursuant to clause (i) above will be on terms substantially similar with the terms of this Agreement, including price. Celera’s supply through a Third Party Manufacturer pursuant to clause (ii) above will be subject to the representations set forth in Section 2.8. If Celera is granted the right to manufacture the Celera Critical Product itself as provided herein or through a Third Party Manufacturer, AB will in a timely manner (as is reasonable under the circumstances) grant to Celera a limited, non-exclusive, royalty-free license, subject to Section 2.8, (without the right to sublicense or transfer except as provided herein) to use Intellectual Property Rights owned or controlled by AB necessary to enable Celera or the approved Third Party Manufacturer to manufacture the Celera Critical Product. AB will also provide technical, product and manufacturing documentation that Celera or the Third Party Manufacturer may request as is reasonably necessary to allow Celera continued supply of the Celera Critical Product so that the availability of the Celera Critical Product is not interrupted or any interruption is minimized. In addition, any additional assistance, such as training, that Celera or the Third Party Manufacturer requests will be provided at AB’s then prevailing rates. Celera will require any Third Party Manufacturer to agree in writing to treat AB’s technical, product and manufacturing documentation and Intellectual Property Rights as Confidential Information of AB, and Celera will restrict disclosure ...
