MANUFACTURE AND SUPPLY OF COLLABORATION Sample Clauses

MANUFACTURE AND SUPPLY OF COLLABORATION. PRODUCTS 35 6.1 Commercial Supply 35 6.2 Supply Agreements 35 ARTICLE 7 REGULATORY MATTERS FOR COLLABORATION PRODUCTS 36 7.1 General 36 7.2 Ownership of Regulatory Approvals 36 7.3 Regulatory Coordination 37 7.4 Assistance 37 7.5 Adverse Events relating to Licensed Products 37 ARTICLE 8 COMMERCIALIZATION OF COLLABORATION PRODUCTS 38 8.1 Objectives for Commercialization of Collaboration Products 38 8.2 Lead Commercialization Parties 38 8.3 Preparation of Commercialization Plan 38 8.4 Commercialization Team and Commercialization Agreement 38 8.5 Co-Promotion Agreement 39 8.6 Commercialization Activities 39 ARTICLE 9 DEVELOPMENT, COMMERCIALIZATION AND MANUFACTURING OF UNILATERAL PRODUCTS 39 9.1 Diligence 39 9.2 Conduct 40 9.3 Funding and Progress Reports 40 9.4 Manufacturing 40 9.5 Regulatory 40 ARTICLE 10 FEES, MILESTONES AND ROYALTIES FOR EXCLUSIVE PRODUCTS AND UNILATERAL PRODUCTS 40 10.1 FTE Fees for Exclusive Products 40 10.2 Annual Maintenance Fee 41 10.3 Royalties 41 [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 10.4 Royalty Offsets 43 10.5 Milestone Payments 44 10.6 Royalty Reports, Exchange Rates 45 ARTICLE 11 FINANCIAL PROVISIONS FOR COLLABORATION PRODUCTS 45 11.1 Joint Development Costs 45 11.2 Reporting and Payment of Joint Development Costs 45 11.3 Audits 46 11.4 Reporting and Payment of Commercialization Expenses and Collaboration Product Profit 46 11.5 Collaboration Product Profit Term 47 11.6 Other Research Expenses, Joint Development Costs and Commercialization Expenses 47 11.7 Utilization of Internal Resources 47 ARTICLE 12 PAYMENT TERMS; BOOKS AND RECORDS; TAX 47 12.1 Payment Terms 47 12.2 Record Keeping 48 12.3 Tax Matters 48 ARTICLE 13 CONFIDENTIALITY 48 13.1 Non-Disclosure Obligations 48 13.2 Permitted Disclosures 49 13.3 Terms of the Agreement 50 13.4 Press Releases and Other Disclosures to Third Parties 50 13.5 Publications 50 ARTICLE 14 INVENTIONS AND PATENTS 51 14.1 Ownership of Inventions 51 14.2 Patent Prosecution and Maintenance 51 14.3 Enforcement of Patents 54 14.4 Prior SGI Patent Rights 55 14.5 Prior Genmab Patent Rights 55 14.6 Product Trademarks 55 ARTICLE 15 INFRINGEMENT ACTIONS BROUGHT BY THIRD PARTIES 55 15.1 Collaboration Product 55 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS B...
Sample 1
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MANUFACTURE AND SUPPLY OF COLLABORATION. PRODUCTS 35 6.1 Commercial Supply 35 6.2 Supply Agreements 35 ARTICLE 7 REGULATORY MATTERS FOR COLLABORATION PRODUCTS 36 7.1 General 36 7.2 [ * ] of Regulatory Approvals 36 7.3 Regulatory Coordination 37 7.4 Assistance 37 7.5 Adverse Events relating to Licensed Products 37 ARTICLE 8 COMMERCIALIZATION OF COLLABORATION PRODUCTS 38 8.1 Objectives for Commercialization of Collaboration Products 38 8.2 Lead Commercialization Parties 38 8.3 Preparation of Commercialization Plan 38 8.4 Commercialization Team and Commercialization Agreement 38 8.5 Co-Promotion Agreement 39 8.6 Commercialization Activities 39 ARTICLE 9 DEVELOPMENT, COMMERCIALIZATION AND MANUFACTURING OF UNILATERAL PRODUCTS 39 9.1 Diligence 39 9.2 Conduct 40 9.3 Funding and Progress Reports 40 9.4 Manufacturing 40 9.5 Regulatory 40 ARTICLE 10 FEES, MILESTONES AND ROYALTIES FOR EXCLUSIVE PRODUCTS AND UNILATERAL PRODUCTS 40 10.1 FTE Fees for Exclusive Products 40 10.2 Annual Maintenance Fee 41 10.3 Royalties 41 [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Sample 1

Related to MANUFACTURE AND SUPPLY OF COLLABORATION

  • Manufacture and Supply BMS shall Manufacture or have Manufactured the BMS Study Drug in reasonable quantities needed, and at the points in time as agreed to by the Parties, for the Combined Therapy Clinical Trial, and shall supply such BMS Study Drug as either commercially labeled or unlabeled vials to the Recipient or its designee for use solely in the Combined Therapy Clinical Trial. The Recipient will at its sole expense, package and label the BMS Study Drug for use in the Combined Therapy Clinical Trial to the extent necessary. The cost of Manufacture and supply (including shipping, taxes and duty, if applicable) of the BMS Study Drug for the Combined Therapy Clinical Trial shall be borne solely by BMS, and BMS shall bear the risk of loss for such quantities of BMS Study Drug until delivery of such quantities of BMS Study Drug to the Recipient or its designee. BMS shall also be responsible for the payment of any Third Party License Payments that may be due based on the manufacture, *CONFIDENTIAL TREATMENT REQUESTED. supply and use of the BMS Study Drug used in the Combined Therapy Clinical Trial. The BMS Study Drug shall be manufactured in accordance with Applicable Law (including GMP) and shall be of similar quality to the BMS Study Drug used by BMS for its other clinical trials of the BMS Study Drug. BMS shall deliver certificates of analysis, and any other documents specified in the Supply and Quality Documentation, including such documentation as is necessary to allow the Recipient to compare the BMS Study Drug certificate of analysis to the BMS Study Drug specifications. Pursuant to the Supply and Quality Documentation, BMS shall be responsible for the regulatory compliance of the quality of the BMS Study Drug at the time the BMS Study Drug is delivered to the Recipient with the regulatory filings in the countries in the Territory where the Combined Therapy Clinical Trial will be performed. Subject to Section 4.4, the Parties shall cooperate in accordance with Applicable Law to minimize indirect taxes (such as value added tax, sales tax, consumption tax and other similar taxes) relating to the BMS Study Drug in connection with this Agreement.

  • Development of Products (a) During the term of this Agreement, ViewRay may from time to time seek services from PEKO with respect to the development of certain Products that can be incorporated into the ViewRay Renaissance™ MRI-guided radiation therapy system. For each Program to be undertaken by PEKO pursuant to this Agreement, the parties will prepare a “Work Statement” and agree to said “Work Statement” in substantially the form attached as Attachment 1. Each Work Statement will describe: (i) the (i) services that PEKO will be responsible for providing to ViewRay and the deliverables that PEKO will be responsible for delivering to ViewRay (“Deliverable(s)”), (ii) delivery schedule for the Deliverables, (iii) pricing terms, (iv) work plan for the Program, and (v) ViewRay’s responsibilities in connection with the Program. Each Work Statement will be prepared based upon the requirements and information provided to PEKO by ViewRay. A separate Work Statement will be required for each Program; and each Work Statement will become subject to this Agreement only when mutually agreed and signed by ViewRay and PEKO.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.

  • Supply of Products TheraSense shall be responsible for the ------------------ manufacture of FreeStyle Products for sale to Nipro.

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • Manufacture of Product Prior to commercialization of the Product, the Parties may, if appropriate for both parties, negotiate in good faith a manufacturing and supply agreement to provide for Licensor to fulfill the manufacturing requirements of Licensee for Product for sale in the European market. The cost of such manufacturing shall not be greater than * percent (*%) of the cost of any competitor cGMP contract manufacturing facility that proposes to manufacturer the Product for Licensee. * Confidential information has been omitted and filed confidentially with the Securities and Exchange Commission.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Supply of Product The JDC shall be responsible for determining the sources of, and arrangements for, the manufacture and supply of Products that the JDC believes will result in long-term profit maximization for such Products. The JDC shall endeavor to [ * ].

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

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