Common use of EFFORTS BY AMBRX Clause in Contracts

EFFORTS BY AMBRX. AMBRX shall, either itself or through its Affiliates, use commercially reasonable efforts to provide technical and consulting assistance or other services as requested by ZMC, at ZMC’s expense, which are necessary for ZMC to exercise its rights under this Agreement to achieve ZMC Milestones under Sections 4.1.1 to 4.1.3. In addition, without limiting the foregoing, AMBRX shall use commercially reasonable efforts to undertake the following responsibilities (“AMBRX RESPONSIBILITIES”): 5.1.1 AMBRX shall assist ZMC to secure arrangement(s) with Third Party contract research organization(s) and/or consultant(s) under Section 4.1, approved by the Joint Steering Committee, to conduct development, preclinical and clinical development activities for the Licensed Products in the Territory and produce the Licensed Products on behalf of ZMC before the transferring of clinical and/or manufacturing programs and protocols from said Third Party under Section 4.1 to ZMC Manufacturing Facility. 5.1.2 AMBRX shall assist ZMC to select a Third Party under Section 4.1.3, approved by the Joint Steering Committee, to conduct preclinical and Phase I Clinical Trials and evaluation of Phase I Clinical Data for Licensed Product outside the Territory. 5.1.3 Should ZMC decide to build or acquire a ZMC Manufacturing Facility in Territory under Section 4.1.2, AMBRX shall assist ZMC, during the construction of or acquiring ZMC Manufacturing Facility, to communicate with United States FDA and recommend Third Party consultant(s) having experience in FDA inspections on cGMP requirements (or having worked at FDA) at the expenses of ZMC, as necessary for ZMC to prepare for FDA inspection of ZMC Manufacturing Facility and achieve ZMC Milestones under Section 4.1.