Manufacturing Assistance Clause Samples

Manufacturing Assistance. 3.2.1 The Manufacturing Assistance provided by Maze is intended to enable Company to assume responsibility for the Manufacture of the Licensed Products in the Territory in substantially the same manner and quality employed or achieved by Maze at Maze’s or any Third Party contract manufacturer’s facilities as of the Effective Date. 3.2.2 In connection with the Manufacturing Assistance, Maze shall provide, or cause to be provided, copies of all production records, standard testing methods, product specifications, standard operating procedures, technology, documents, data, manufacturing know how, intellectual property and all other information necessary for Company or its designee to establish a viable manufacturing process. For purposes of this Agreement, a “viable manufacturing process” means a manufacturing process which is validated according to cGMP and is in compliance with all Applicable Law and applicable Regulatory Materials. Upon request by Company or Maze, each Party shall assign one Transition Assistance Leader to lead the efforts regarding the Manufacturing Assistance.

Manufacturing Assistance. Many SBDCs partner with the Department of Commerce, National Institute of Standards and Technology’s Manufacturing Extension Partnerships (MEPs) to provide specialized services to small manufacturers. Through this partnership, a small manufacturer can receive business management assistance from the SBDC and engineering assistance from the MEPs. Most SBDCs and MEPs view the partnership as significant. All SBDCs that are partnering with the NIST MEPs are encouraged to continue this valuable assistance to small business manufacturers. SBDCs without a working partnership with the NIST MEPs may wish to pursue one. The nature of any participation with MEPs must be reported in the semiannual and annual reports to SBA.

Manufacturing Assistance. FAILURE ANALYSIS/SILICON DEBUGGING - other support service mutually agreed between the parties

Manufacturing Assistance. (1) During the term of this Agreement, at the written request of Universal, USA will send competent representatives to visit Universal’s manufacturing plant or plants for the purpose of assisting and advising Universal in connection with the Deck Process. The identity and number of such representatives and the date and duration of each such visit shall be such as USA and Universal may mutually agree to be necessary. USA shall not be required to provide more than twenty days of personnel support per Annual Year. Universal shall pay a daily assistance fee of $600.00 per person for such advisory services, plus all reasonable traveling, living and other costs and expenses of such representatives. (2) Universal shall have the right, at its own cost and expense and without any cost or expense to USA, to send competent representatives to USA to study at reasonable times and in a reasonable manner, the manufacturing methods and processes employed by USA in its commercial manufacture of Product. The identity and number of such representatives and the date and duration of each such visit shall be such as USA and Universal may mutually agree to be necessary. During such visits, USA shall permit Universal’s representatives to exercise, and shall assist them in exercising, the rights granted to Universal pursuant to this Section 4 and shall permit them to have, and shall assist them in having, such discussions and practical observations as may be necessary with competent representatives of USA relating to the manufacturing methods and processes employed by USA with respect to Deck Process. Universal shall indemnify USA from any liability which might be asserted or claimed against USA arising out of said visits by Universal’s representatives, including personal injury to or property damage of such representatives.

Manufacturing Assistance. Should Seller notify Buyer that Seller is unable to supply Buyer with Products or Exclusive Parts pursuant to this Agreement, Buyer agrees to inform Seller of the purchase orders that exist as of the date of notification. Seller agrees to use its commercially reasonable efforts to assist Buyer in the fulfillment of its obligations under such purchase orders, until such time as Buyer is able to procure an acceptable alternative source for such Products or Exclusive Parts. Buyer agrees to use its commercially reasonable efforts to procure an acceptable alternative source as soon as possible after Buyer's receipt of notice of such inability to perform.

Manufacturing Assistance. Luoxin may, during the Term, at its own discretion, exercise the right to manufacture the Licensed Compound and/or Licensed Products in the Luoxin Territory. In order to facilitate Luoxin’s exercise of such right, Synergy shall, following its receipt of a written request by Luoxin during such time, provide such documents, Information, technical assistance and support necessary or reasonably useful for Luoxin to manufacture or have manufactured by a third party contractor engaged by Luoxin, Licensed Compound or Licensed Product, to the extent Controlled by Synergy as of such date in a timely manner to be reasonably requested by Luoxin. Luoxin shall pay Synergy’s direct and reasonable external costs and expenses (including travel and accommodation costs) incurred in connection with providing such Information or assistance pursuant to this Section 7.5. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. Prior to providing such Information or assistance, Synergy shall provide Luoxin an estimate of any external costs and expenses related thereto and shall not incur any such external costs and expenses without Luoxin’s prior written consent. Notwithstanding the foregoing, Luoxin’s right to manufacture API for the Licensed Compound or Licensed Product in the Luoxin Territory shall be exercisable only after receipt of MAA approval for the first Licensed Product by the applicable Regulatory Authority in mainland China.

Manufacturing Assistance. Following delivery of the POC Trial Material in accordance with the Transition Plan and that certain Quality Agreement entered into by and between the Parties or any of their Affiliates, dated on or about April 25, 2018 (the “Quality Agreement”), Bayer shall be responsible for the manufacture of the Licensed GT Products for clinical or commercial use, including any process development and scale up. Notwithstanding the foregoing, Dimension shall provide the support outlined in Exhibit D-4, and shall negotiate in good faith an agreement to provide reasonable additional support and assistance as Bayer might consider to be necessary in connection with the manufacturing process. Dimension shall not be obligated to provide any such additional support prior to the Parties entering into a written agreement with respect to the same, which shall provide for reasonable compensation to be paid.

Manufacturing Assistance. Each Party shall initially provide the other Party with all current design and related documentation concerning its respective products in its possession which may be useful to the other Party in exercising its manufacturing rights hereunder. Each Party shall use commercially reasonable best efforts to complete such transfer as soon as practical after the Parties have reached an Agreement to Commercialize for each Collaboration Product. Thereafter, each Party shall periodically provide the other with all relevant information and materials regarding any updates, modifications, improvements or corrections to any Collaboration Products which may be made by such Party. The Parties shall discuss and mutually agree upon any NANOGEN or HITACHI requirements that cause changes to be made to the Collaboration Products and the impact such changes may have on schedules and any additional costs related to such changes. Existing production and test equipment currently located at NANOGEN facilities which can be utilized in the development and/or manufacture of HITACHI Products, any Other Products (that HITACHI is to develop and/or manufacture pursuant to any Development Plan), and any NANOGEN Products (that HITACHI is to manufacture pursuant to Section 5.5) which HITACHI cannot purchase from outside vendors, will be made available free of charge and transferred at NANOGEN's expense to HITACHI's facility for HITACHI's use in connection with HITACHI's performance of its obligations under this Agreement, upon HITACHI'S request. In the event of expiration or earlier termination of this Agreement, all such production and test equipment shall be returned to NANOGEN's facility at HITACHI's expense upon the expiration of HITACHI's right to manufacture hereunder as set forth in Section 12.8.

Manufacturing Assistance. In addition to the ------------------------ development and design assistance contemplated in the Product Statement of Work, Company shall provide reasonable assistance to LGE, including reasonable engineering support as needed to assist LGE in incorporating the Products into LGE's manufacturing process.