Manufacturing IP Sample Clauses

Manufacturing IP. 1.2.1 Within sixty (60) days following the Effective Date, SMI shall deliver to CryoLife all documents, memoranda, schematics, diagrams and other information (whether in written, electronic or other form) disclosing and describing all methods and processes necessary or useful for Manufacturing the Products using Modified Starch (collectively, and together with any New Intellectual Property described in Section 1.3.1, the “Manufacturing IP”). Manufacturing IP also includes information respecting the suppliers for bellows, tips, applicators, packaging and any other Products features that are not manufactured by SMI but included within the Products (collectively, the “Acquired Components”) and any New Intellectual Property incorporated into or used with any Product. 1.2.2 SMI represents and warrants that the Manufacturing IP will be sufficient together with the Modified Starch to readily permit and enable CryoLife, applying reasonable manufacturing experience, to Manufacture Products that meet or exceed all Products Specifications in a manner that is as efficient and cost effective, excluding costs associated with producing Modified Starch (or cost differences in land and insurance), as the processes SMI uses to Manufacture Products. 1.2.3 CryoLife shall have the right to access, copy, duplicate or abstract any and all portions of the Manufacturing IP in the possession or under the control of SMI. Such access and copying shall be in accordance with a reasonable request and schedule to be mutually agreed upon between the Parties. All costs associated with the assembling, copying and delivering of such Manufacturing IP shall be borne by the Party who is producing the documents and other items described above. 1.2.4 CryoLife shall be entitled to purchase any Acquired Components from SMI at SMI’s cost.

Manufacturing IP. (i) Seller shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any Competitive Infringement of any Royalty Product with respect to any Manufacturing Patent using counsel of its own choice, in Seller’s own name and under Seller’s direction and control; provided that the foregoing right of Seller shall not include the right to perform any actions of a Reference Product sponsor set forth in the U.S. Xxxxx-Xxxxxx Act or Public Health Service Act, or any equivalent of such laws in a foreign jurisdiction. (ii) Seller will have a period of [**] days after its receipt of notice and evidence or receipt of written notice from Purchaser with respect to any Competitive Infringement with respect to any Manufacturing Patent (a “Manufacturing Enforcement Proceeding”), to elect to so enforce such Manufacturing Patents in the applicable jurisdiction (or to settle or otherwise secure the abatement of such Competitive Infringement), provided, however, that such period will be: (A) More than [**] days to the extent applicable law prevents earlier enforcement of such Manufacturing Patents. (B) Less than [**] days to the extent that a delay in bringing such Manufacturing Enforcement Proceeding against such alleged Third Party infringer would limit or compromise the remedies (including monetary relief, and stay of Regulatory Approval) available against such alleged Third Party infringer. (iii) If Seller does not so elect (or settle or otherwise secure the abatement of such Competitive Infringement) before the first to occur of (A) the expiration of the applicable period of time set forth above in Section 6.5(b)(ii)(A) or Section 6.5(b)(ii)(B), as applicable, or (B) [**] days before the expiration of any time period under applicable law, that would, if a Manufacturing Enforcement Proceeding was not filed within such time period, limit or compromise the remedies available from such Manufacturing Enforcement Proceeding, it shall so notify Purchaser in writing. In such event, if Purchaser desires to commence a suit or take action to enforce the applicable Manufacturing Patents with respect to such Competitive Infringement in the applicable jurisdiction, Purchaser will thereafter have the right to commence such a suit or take such action to enforce the applicable Manufacturing Patents (such action, a “Step-In Proceeding”), at Purchaser’s cost and expense, provided, however, that Purchaser agrees to work wit...