Manufacturing Transition Sample Clauses

Manufacturing Transition. As soon as practicable after the termination of this Agreement, Supplier shall also provide Purchaser with technical assistance reasonably requested by Purchaser to transition manufacturing of Licensed Adjuvants to Purchaser (or to Third Party manufacturers designated by Purchaser) including, without limitation, (A) making THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. arrangements for Purchaser or its designee to observe Supplier’s existing manufacturing and testing processes, (B) making appropriate personnel available to Purchaser at reasonable times and places upon reasonable notice for the purpose of assisting Purchaser to understand and use the know-how described in this Section 6.3 to establish fully functional and cGMP compliant production facilities for the manufacture of Licensed Adjuvants, and (C) transitioning to Purchaser relationships with any Third Party supplier, vendors and contractors, to the extent such relationships are necessary or useful for the manufacture of Licensed Adjuvants, including the assignment to Purchaser, if legally possible, of contracts between Supplier and such Third Party supplier, vendors and contractors; provided, however, that Supplier shall not be obliged transfer or assign any relationships with Third Party supplier, vendors and contractors for commodity services or products generally available on the market.
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Manufacturing Transition. (I) Upon Amgen providing a written notice to ViaCell of Amgen exercising its rights to assume the rights and obligations of the Manufacturing Lead pursuant to Section 7.2(f) or 4.6 with respect to a Collaboration Product (a "Manufacturing Transition Notice"), ViaCell shall promptly provide to Amgen all information, Materials and ViaCell Know-How as may be useful or necessary to facilitate Amgen's manufacture of that Collaboration Product.
Manufacturing Transition. Consistent with the agreement referenced in Section 3.01(a)(ix) to be entered into between Pillsbury and Seller, Seller agrees that it will cease manufacturing any of the Harvest Burger Products under the Green Giant label as soon as Buyer provides to Seller the new packaging materials for the Harvest Burger Products. Seller agrees to use its best efforts to ensure an orderly transition of the manufacture of the Harvest Burger Products for Pillsbury to Buyer as soon as is reasonably practicable. Seller acknowledges and agrees that Buyer shall have no obligations relating to any of the Inventory or any Harvest Burger Products that were manufactured by Seller for Pillsbury. Seller agrees to promptly notify Pillsbury at such time as Buyer delivers new packaging materials for the Harvest Burger Products and advise Pillsbury that, following such date, Seller shall no longer supply Products to Pillsbury.
Manufacturing Transition. As soon as practicable following the Effective Date, the Parties shall meet to develop a detailed plan regarding the transition of manufacturing responsibilities from Celltech to Pharmacia. The Parties shall use all reasonable and diligent efforts to cooperate with each other to ensure a smooth transition of manufacturing to Pharmacia. *.
Manufacturing Transition. The Parties acknowledge that Endocyte may be required to engage additional Third Parties during the Term to Manufacture the Compound and/or Product (each, a “CMO”) in order to meet global commercial demand for such Compound and/or Product. If Endocyte notifies ABX that it desires to engage any CMO to Manufacture the Compound and/or Product, or if at any time it becomes known to the Parties that ABX will cease to be the Manufacturer of the Compound or Product for any reason, including termination of the Supply Agreement in accordance with the terms thereof, then as far in advance of such engagement or cessation as may be reasonably requested by Endocyte, the Parties shall cooperate to enable each such CMO or Endocyte, as applicable, to assume all or a portion of the Manufacturing, directly or through a Third Party (in either case, a “Successor Manufacturer”), of the Compound and, if applicable, the Product. In such case, ABX shall cooperate fully and in good faith to enable the Successor Manufacturer to assume all or a portion of the Manufacturing of the Compound and, if applicable, the Product, including:
Manufacturing Transition. (a) At any time during the Term, Menarini may elect (by written notice to VIVUS) either of the following: (a) to accept an assignment of VIVUS’s agreements with the manufacture(s) then part of the supply chain for Product for use in the Field in the Menarini Territory (such option, “Supply Chain Transfer”) or (b) to manufacture, itself or through *** Third Party manufacturers, Compound and/or bulk tablets of Product for use by Menarini, its Affiliates, and/or its sublicensees in the Field in the Menarini Territory (such option, “Independent Manufacturing”). Notwithstanding Menarini’s election to initiate Independent Manufacturing, the Commercial Supply Agreement shall continue in full force and effect, and Menarini may trigger the Supply Chain Transfer at a later date. Similarly, if Menarini triggers the Supply Chain Transfer, Menarini shall retain the right to initiate Independent Manufacturing at a later date, but Menarini’s right to manufacture Product shall be subject to the limitation set forth in Section 2.2(b)(ii).
Manufacturing Transition 
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Related to Manufacturing Transition

  • 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.

  • Manufacturing Agreement Each of the Sellers (as applicable) shall have executed and delivered to the Buyer the Manufacturing Agreement with respect to the portion of the Business conducted at the applicable Facility.

  • Manufacturing Rights Manufacturing Rights will be governed by Attachment 6.

  • Manufacturing and Supply Genentech shall be responsible for manufacturing and supplying Licensed Products for clinical use and commercial sale in the Genentech Field.

  • Manufacturing Services Jabil will manufacture the Product in accordance with the Specifications and any applicable Build Schedules. Jabil will reply to each proposed Build Schedule that is submitted in accordance with the terms of this Agreement by notifying Company of its acceptance or rejection within three (3) business days of receipt of any proposed Build Schedule. In the event of Jabil’s rejection of a proposed Build Schedule, Jabil’s notice of rejection will specify the basis for such rejection. When requested by Company, and subject to appropriate fee and cost adjustments, Jabil will provide Additional Services for existing or future Product manufactured by Jabil. Company shall be solely responsible for the sufficiency and adequacy of the Specifications [***].

  • Manufacturing License Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license under the Theravance Patents and Theravance Know-How to make and have made API Compound or formulated Alliance Product in the Territory.

  • Manufacturing Intrexon shall have the option and, in the event it so elects, shall use Diligent Efforts, to perform any manufacturing activities in connection with the Aquaculture Program that relate to the Intrexon Materials, including through the use of a suitable Third Party contract manufacturer. To the extent that Intrexon so elects, Intrexon may request that AquaBounty and Intrexon establish and execute a separate manufacturing and supply agreement, which agreement will establish and govern the production, quality assurance, and regulatory activities associated with manufacture of Intrexon Materials. Except as provided in Section 4.1, any manufacturing undertaken by Intrexon pursuant to the preceding sentence shall be performed in exchange for cash payments equal to Intrexon’s Fully Loaded Cost in connection with such manufacturing, on terms to be negotiated by the Parties in good faith. In the event that Intrexon does not manufacture Intrexon Materials or bulk quantities of other components of AquaBounty Products, then Intrexon shall provide to AquaBounty or a contract manufacturer selected by AquaBounty and approved by Intrexon (such approval not to be unreasonably withheld) all Information Controlled by Intrexon that is (a) related to the manufacturing of such Intrexon Materials or bulk qualities of other components of AquaBounty Products for use in the Field and (b) reasonably necessary to enable AquaBounty or such contract manufacturer (as appropriate) for the sole purpose of manufacturing such Intrexon Materials or bulk quantities of other components of AquaBounty Products. The costs and expenses incurred by Intrexon in carrying out such transfer shall be borne by Intrexon. Any manufacturing Information transferred hereunder to AquaBounty or its contract manufacturer shall not be further transferred to any Third Party, including any Product Sublicensee, or any AquaBounty Affiliate without the prior written consent of Intrexon; provided, however, that Intrexon shall not unreasonably withhold such consent if necessary to permit AquaBounty to switch manufacturers.

  • Manufacturing and Marketing Rights The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products.

  • Commercialization Plans As soon as practicable after formation of the JCC (following Acucela’s exercise of an Opt-In Right under Section 3.1), the JCC shall prepare and approve the initial Commercialization Plan for Commercialization of the Licensed Product for the Initial Indication in the Initial Formulation (and, if applicable, any New Formulation or Other Indication Product) in the Territory. The Parties shall use Commercially Reasonable Efforts to ensure that such initial Commercialization Plan for Commercialization of the Licensed Product for the Initial Indication in the Initial Formulation is consistent with the general Commercialization Plan outline set forth in Exhibit C attached hereto and incorporated herein (the “General Commercialization Plan Outline”). The JCC shall prepare and approve a separate Commercialization Plan for Commercialization of Licensed Product for the Initial Indication in the Initial Formulation in the Territory and for Commercialization of each Other Indication Product and New Formulation (if any) in the Territory, and shall update and amend each Commercialization Plan not less than annually or more frequently as needed to take into account changed circumstances or completion, commencement or cessation of Commercialization activities not contemplated by the then-current Commercialization Plan. Amendments and revisions to the Commercialization Plan shall be reviewed and discussed, in advance, by the JCC, and Otsuka agrees to consider proposals and suggestions made by Acucela regarding amendments and revisions to the Commercialization Plan. Any amendment or revision to the Commercialization Plan that provides for an increase or decrease in the number of FTEs for any Phase 3b Clinical Trials or Post-Approval Studies as compared to the previous version of the Commercialization Plan, or that provides for addition or discontinuation of tasks or activities as compared to the previous version of the Commercialization Plan, or that moves forward the timetable for activities reflected in the Commercialization Plan, shall provide for a reasonable ramp-up or wind-down period, as applicable, to accommodate a smooth and orderly transition of Commercialization activities to the amended or revised Commercialization Plan. Each Commercialization Plan shall identify the goals of Commercialization contemplated thereunder and shall address Commercialization (including Co-Promotion) activities related to the Licensed Product (including, if applicable, any Other Indication Product), including:

  • Quality Agreement Each Party will comply with the terms of the Quality Agreement in the performance of its obligations hereunder including record retention, audits and inspections, change control, adverse events and product recall. The Parties will conduct periodic Product quality reviews in accordance with the terms of the Quality Agreement.

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