Manufacturing Transfer. In the event that Customer decides during the term of this Agreement, for the purpose of dual-sourcing or otherwise, to have any Product manufactured internally or by a third-party manufacturer, Flextronics shall cooperate with Customer and provide reasonable assistance to effect the orderly and efficient transfer of the manufacturing of such Product from Flextronics to the Customer or a third party designated by the Customer. This cooperation and assistance shall include but not be limited to: (a) the return to Customer of relevant Manufacturing Specification materials or copies thereof, as appropriate; (b) the transfer of such Manufacturing Inventory and Special Inventory as Customer may request; and (c) the transfer of such Product specific tooling and equipment as Customer may request. Customer shall compensate Flextronics for all costs of such transfer and for any Manufacturing or Special Inventory in accordance with Section 4.3 and provide reasonable compensation to Flextronics for any Product specific tooling and equipment transferred pursuant to this Section.
Manufacturing Transfer. Section 18.01 At the end of the Product Term, the Recipient shall dismantle and remove the Dedicated Production Equipment from the Supplier’s facilities (and if needed, restore the Supplier’s facilities to a reasonable standard complying with basic safety requirements) at its own costs. An indicative timeline for such Line Transfers (as per planning on the Effective Date) is attached hereto in Schedule 6.
Section 18.02 Upon the Recipient’s request, the Supplier shall support the Recipient in the dismantling and relocation of the Dedicated Production Equipment and any corresponding tech transfer measures (e.g., on the transfer structure or training on site), provided the Parties have agreed in advance the Supplier’s reasonable remuneration for such support.
Section 18.03 The Parties have already before the Effective Date agreed on an initial bank-built plan (including the elements set out in Schedule 4) to support the Recipient in the transition which shall be updated from time to time during the Term based on the Parties’ good faith agreement (the Bank-Built Plan); provided that:
(a) the Supplier shall not be obliged to increase the number of shifts or otherwise invest in additional capacity to accommodate the Recipient’s bank-built requests unless otherwise agreed between the Parties in the Bank-Built Plan or set out in Schedule 4; and
(b) the Recipient shall compensate the Supplier for any additional costs for packaging materials incurred in the implementation of the Bank-Built Plan.
Section 18.04 The Supplier shall manufacture and Deliver the Products in the quantities as set-out in the Bank-Built Plan. Deliveries shall be made in the quantities, on the dates, and at the times specified in the Bank-Built Plan.
Manufacturing Transfer. In the event of any termination of this Agreement, Seller shall physically transfer to Buyer, at Buyers expense, all of Buyer’s Property held by Seller. Buyer may purchase from Seller, all tooling developed by Seller and not previously charged to Seller.
Manufacturing Transfer. Spark shall have the option of assuming the responsibility for the Manufacture of clinical and commercial supplies of the Licensed Particles solely for inclusion in Licensed Products upon written notice to Selecta (a) [***] or (b) [***]. If Spark exercises such option (the “Technology Transfer Option”), the Parties will promptly enter into a technology transfer agreement pursuant to which Selecta shall transfer to Spark or a Third Party contract manufacturer designated by Spark Selecta’s Know-How concerning the Manufacture of the Licensed Particles and provide Spark with reasonable assistance in Spark’s preparations to have Manufactured the Licensed Particles. In addition, such technology transfer agreement shall include reasonable provisions necessary for the protection of Selecta’s rights in the transferred Know-How.
Manufacturing Transfer. Vir shall have the right at any time during the Term and on [***] written notice to WuXi, to request that WuXi transition the Manufacture of Vir Antibodies and Products to Vir (or a mutually agreed upon designee of Vir, including a CMO reasonably acceptable to WuXi) so as to obtain Clinical Supply and/or Commercial Supply of Vir Antibodies and Products from a Third Party, including where (i) [***]. If Vir makes such a request to transition the Manufacturing Process and Manufacturing of Vir Antibodies or Products for Vir (the “Transitioned Manufacturing”) to an alternate source of preclinical or Clinical Supply or Commercial Supply, the Parties shall cooperate to transition the Transitioned Manufacturing to Vir (or to Vir’s selected contract manufacturing organization the “Approved CMO”). If WuXi or any Affiliate has an existing relationship with such Approved CMO, WuXi shall facilitate discussions between Vir and such Approved CMO with respect to Vir’s negotiation and entry into a contract for the continued supply of Vir Antibodies or Product for Vir’s further supply needs for Products. In any event, WuXi shall cooperate to provide to Vir (or to such Approved CMO under obligations of confidentiality) all existing manufacturing data, information or other Know-How (including the then-current Manufacturing Process) then in WuXi’s or its Affiliates’ possession and Control and reasonably required for Vir (or such Approved CMO) to perform such Transitioned Manufacturing of Vir Antibodies or Products (the “WuXi Manufacturing Know-How”) at Vir’s reasonable cost and expense. WuXi shall also, in connection therewith, grant and hereby grants to Vir or to such Approved CMO a non-exclusive, royalty-free (except for any royalties payable under the Cell Line License Agreement) license under any WuXi Manufacturing Know-How, to use such manufacturing technology solely for the purposes of Manufacturing or having Manufactured Vir Antibodies or Products for Vir for the Vir Territory under a manufacturing transfer and licensing agreement. Subject to Article 13, Vir shall be responsible for all reasonable costs associated with the transition to Vir (or to such Approved CMO) (including payment at a commercially reasonable full time equivalent personnel rate for hours of consulting support provided by WuXi). Vir shall be responsible for all costs associated with the Manufacture, technology transfer and supply of Products by any such Approved CMO. The Parties shall use their Comme...
Manufacturing Transfer. Commencing on [ * ], MSK will conduct and complete a full manufacturing transfer to Licensee (and/or its designated contract manufacturing organization(s)) of all existing MSK technology and manufacturing know-how and methods and materials relating to Licensed Product manufacturing, such technology transfer to be conducted on a reasonable, diligent time frame so as to enable completion of the transfer promptly and on a timely basis (taking into account Licensee’s product development schedule and needs). In connection therewith, MSK agrees to make reasonably available its personnel to assist Licensee with transfer of manufacturing operations to a new facility, including assistance with understanding all the transferred technology and manufacturing information, at no FTE expense to the Licensee. For clarity, the assistance to be provided by MSK does not include transferring equipment, but does include full transfer of all manufacturing SOPs and the identity of the and source of the equipment used in MSK’s manufacturing of Licensed Products.
Manufacturing Transfer. The Parties agree that commencing upon the Effective Date of this Agreement, Angiotech shall facilitate the transfer of manufacturing of CT3 to Histogenics. The Parties shall cooperate to expedite transfer of the CT3 Manufacturing ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Manufacturing Transfer. (a) The Assigned Agreements relating to the manufacture and supply of the 500mg Product and the API (each, an “Assigned Manufacturing Agreement”) shall be assigned by Depomed in their entirety to Santarus, and shall be assumed in their entirety by Santarus promptly following (but in no event later than five (5) business days following) the Manufacture Transfer Date for the 500mg Product, pursuant to an Assignment and Assumption Agreement to
Manufacturing Transfer. If the Manufacturing Technology Transfer Completion occurs prior to the effective date of such termination, to the extent permitted by Applicable Laws, Beijing SL shall transfer to Gemphire or its designee, at Gemphire’s cost, all Know-How Controlled by Beijing SL that is necessary or reasonably useful for the Manufacture of Licensed Products.
Manufacturing Transfer. 4.1 Ericsson will provide ongoing manufacturing support services to Calix for a maximum period of the Lights On Period (“Manufacturing Support Period), for the purpose of supporting the transition of manufacturing of Ericsson Products from Ericsson manufacturing facilities to Calix-designated facilities. Calix will work in good faith to minimize the duration of the Manufacturing Support Period. Among other things, Ericsson agrees to allow Calix to use Ericsson manufacturing operations (e.
