Existing Manufacturing Subcontractors. Promptly after the Effective Date, Geron shall use commercially reasonable efforts to assign or otherwise transfer to Xxxxxxx material rights and obligations (for the avoidance of doubt, excluding any obligation to make any payments to Third Parties accrued by Geron prior to such assignment or transfer) under those Current Manufacturing Contracts to be selected by the Parties, under terms and conditions to be mutually agreed by the Parties and set forth in the Manufacturing Agreement, subject to the agreement by the applicable counterparties to the Current Manufacturing Contracts to such assignment or transfer on such terms and conditions mutually acceptable to the Parties and such counterparty, after the Effective Date. Upon written agreement of the Parties and the applicable counterparty to any Current Manufacturing Agreement to assign it to Xxxxxxx or to supersede it with a replacement agreement with terms and conditions mutually acceptable to the Parties, Xxxxxxx shall be the Party solely responsible for the managing of the Manufacture of Licensed Product with such counterparty under the applicable agreement, including with respect to any audits of any Manufacturing sites utilized by such counterparty under the applicable agreement.
Existing Manufacturing Subcontractors. Following Xxxxxxx’x request, to be made no later than [**] days after the Effective Date, Achillion shall use commercially reasonable efforts to assign or otherwise transfer to Xxxxxxx material rights and obligations (for the avoidance of doubt, excluding any obligation to make any payments to Third Parties accrued by Achillion prior to such assignment or other transfer) under those Current Manufacturing Contracts to be selected by the Parties, under terms and conditions to be mutually agreed by the Parties and set forth in the Manufacturing Agreement, subject to the agreement by the applicable counterparties to the Current Manufacturing Contracts to such assignment or transfer on such terms and conditions mutually acceptable to the Parties and such counterparty, after the Effective Date. Upon written agreement of the Parties and the applicable counterparty to any Current Manufacturing Agreement to assign it to Xxxxxxx or to supersede it with a replacement agreement with terms and conditions mutually acceptable to the Parties, Xxxxxxx shall be the Party solely responsible for the managing of the Manufacture of Licensed Product with such counterparty under the applicable agreement, including with respect to any audits of any Manufacturing sites utilized by such counterparty under the applicable agreement. Unless otherwise specifically agreed to the contrary in writing in any applicable agreement between the Parties providing for the assignment or other transfer of any Current Manufacturing Contract, Achillion shall remain solely responsible to the Third Party counterparty for all obligations (including payments) accruing and liabilities arising under a Current Manufacturing Contract on account of Achillion’s performance thereunder prior to the effective date of an assignment or transfer thereof to Xxxxxxx (or its designated Affiliate), and Xxxxxxx (or its designated Affiliate) shall assume sole responsibility to the Third Party counterparty for all obligations (including payments) accruing and liabilities arising under an assigned or transferred Current Manufacturing Contract on account of Xxxxxxx’x (or its designated Affiliate’s) performance thereunder after the effective date of the assignment or transfer thereof to Xxxxxxx (or its designated Affiliate).
