Manufacturing Limitations. Under the Transfer Agreement, Immunocore shall be responsible (at its cost) for manufacturing the Terminated Product for clinical use and commercial sale; provided, to the extent GNE provides to Immunocore a cell-line proprietary to GNE for the manufacture of the Terminated Product, that manufacture of the Terminated Product [***] by a Third Party contract manufacturing organization [***] (the “Authorized CMO”). Alternatively, upon Immunocore’s written request, GNE shall [***]. GNE shall facilitate the transfer of any technology required to manufacture the Terminated Product to any such Authorized CMO in order to enable such Authorized CMO to manufacture Terminated Product on behalf of Immunocore. Immunocore Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. shall enter into a manufacturing supply agreement with the Authorized CMO and shall be responsible for all costs and other obligations related to the manufacture and supply of the Terminated Product by the Authorized CMO to Immunocore. If a Terminated Product is being manufactured (whether for clinical use or commercial scale) by GNE (and not by an Authorized CMO) at the time of such termination, the Parties shall also negotiate in good faith the terms and timelines under which GNE would continue to manufacture such Terminated Product until a manufacturing transfer to an Authorized CMO has been completed, and GNE will use commercially reasonable efforts to accommodate Immunocore’s supply demands. Immunocore will use commercially reasonable efforts to effect the manufacturing transfer to the Authorized CMO as quickly as possible.
Manufacturing Limitations. Under the Transfer Agreement, Xencor shall be responsible (at its cost) for manufacturing the Terminated Product for clinical use and commercial sale; provided, however, that manufacture of the Terminated Product shall only be conducted by a Third Party contract development and manufacturing organization approved in liii CONFIDENTIAL advance by Genentech, such approval not to be unreasonably withheld or delayed (the “Authorized CDMO”); provided, that Authorized CDMOs shall include any manufacturing organization being used by Genentech to manufacture any Termination Product. Alternatively, upon Xxxxxx’s written request, Genentech shall designate an Authorized CDMO to make the Terminated Product on behalf of Xencor. Xencor shall enter into a manufacturing supply agreement with the Authorized CDMO and shall be responsible for all costs and other obligations related to the manufacture and supply of the Terminated Product by the Authorized CDMO to Xencor. If a Terminated Product is being manufactured (whether for clinical use or commercial scale) by Genentech (and not by a CMO) at the time of such termination, the Parties shall also negotiate in good faith the terms and timelines under which Genentech would continue to manufacture such Terminated Product until a manufacturing transfer to an Authorized CDMO has been completed, and GNE will use commercially reasonable efforts to accommodate Xencor’s supply demands; provided, that the Terminated Product shall be supplied by Genentech to Xencor at the Cost of Manufacture plus [***] for the first [***] following the effective date of Termination and plus [***] for the [***] following the effective date of Termination and all years thereafter. Each Party will use commercially reasonable efforts to effect the manufacturing transfer to the Authorized CDMO as quickly as possible.
Manufacturing Limitations. Licensee may only utilize a Designated Manufacturer to manufacture the Licensee Product. Licensee may grant a sublicense to such Designated Manufacturer (on terms and conditions consistent with Licensee's obligations hereunder including without limitation, the provisions of Section 9) to use only that Licensed Technology as is necessary to enable the manufacturing facility to manufacture the Licensee Product. The Designated Manufacturer must agree to return the materials to Licensee upon termination of this Agreement or termination of production of the Licensee Product. Licensee may not provide source code for any Licensed Technology or Derivative Technology to any such Designated Manufacturer facilities without Sun's prior written consent.
Manufacturing Limitations. If Licensee utilizes an Affiliate or third party manufacturing facilities for Licensee Products or components thereof, Licensee may grant a sublicense to such party on terms and conditions consistent with Licensee's obligation hereunder to use only that Sun Technology as is necessary to enable such manufacturing facility to manufacture the Licensee Products; provided however, that such Affiliate or third party facility agrees to return such materials to Licensee upon termination of this Agreement or termination of production of Licensee Products.
Manufacturing Limitations. If Pinnacle uses an Affiliate or third party manufacturer for the PCI Card, Pinnacle may grant a sublicense to such party to use only that Licensed Technology and Derivative Technology as is necessary to enable the manufacture of the PCI Card, on terms and conditions no less protective of SME's rights than this Agreement. The Affiliate or third party manufacturer must agree to return the Licensed Technology and Derivative Technology to Pinnacle upon termination of this Agreement or termination of production of the PCI Card. Pinnacle may not provide the OBP software in Source Code form to any such Affiliate or third party manufacturer for any purpose.
