Custom Production Suite Sample Clauses

Custom Production Suite. 3.3.1 Following approval of the Phase II Production Plan by the Parties, CBSW will propose a design and engineering team consisting of CBSW and Client personnel, along with outside consultants with expertise in the construction of cell therapy clean room facilities, and CBSW will submit a list of such members to Client for approval, which approval will not be unreasonably withheld. CBSW will retain the approved team (the "D&E Team") to create design and engineering plans for the Custom Production Suite based on the requirements set forth in the Phase II Production Plan. Such plans will include an estimate of costs relating to the construction and validation of the Custom Production Suite. Upon completion of such plans, the D&E Team will present its proposal to the Parties for approval. CBSW will bear all costs and expenses relating to any activities performed by the D&E Team in connection with the design and engineering of the Custom Production Suite. 3.3.2 The Client will pay [***] of the Custom Production Suite construction costs in an amount corresponding to [***] of the estimated costs set forth in such approved plans for the construction and validation of the Custom Production Suite, provided, however, that the amount of such payment will not exceed [***] (such payment, the "Construction Fee"). The Construction Fee will be paid by Client in [***] installments as follows: [***] of the Construction Fee shall be paid within [***] days after [***] (the "[***] "); an additional [***] of the Construction Fee shall be paid [***]; the remaining [***] of the Construction Fee shall be paid in [***] equal monthly installments [***]. 3.3.3 CBSW will, at its sole expense, use reasonable efforts to assure that construction of the Custom Production Suite meets the specifications and the schedule set forth in the Phase II Production Plan. As of the Effective Date, the Parties anticipate that final commissioning and validation of the Custom Production Suite will be complete within [***] following approval of the Phase II Production Plan and the final design and engineering plans for the Custom Production Suite by the Parties. CBSW will have sole decision-making authority over the management of Custom Production Suite construction and validation. CBSW will own the Custom Production Suite, including any equipment therein, and will maintain the Custom Production Suite in a manner consistent with regulatory guidelines and CBSW's maintenance of other suites at the Facility...