Replacement Diagnostic Solution Sample Clauses

Replacement Diagnostic Solution. A “Replacement Diagnostic Solution” as defined under this Section 5.9.3 is an alternative arrangement consisting of one or more of the following: (i) an arrangement (to be facilitated by Ventana acting in good faith) whereby Blueprint may distribute the Ventana IVD in a country or countries in the relevant Markets and have the right to purchase from Ventana or its Divisional Affiliates the necessary quantities of Ventana IVD at a commercially reasonable price, (ii) an arrangement whereby a Third Party may distribute the Ventana IVD in a country or countries in the relevant Markets, (iii) an arrangement to transport tissue samples to countries in the relevant Markets where the Ventana IVD is available, (iv) a licensing arrangement whereby Blueprint may use, make, have made, sell, offer for sale, import or otherwise exploit the Ventana IVD or an alternative product to the Ventana IVD for use with the Blueprint Product in a country or countries, (v) […***…], (vi) supplying the antibodies, reagents (except for those reagents that are part of the Ventana proprietary detection systems) and the Know-How that may be useful or necessary for Blueprint or a Third Party to develop an alternative product to the Ventana IVD, including in such quantities as reasonably required by Blueprint for development and Commercialization purposes, and providing such assistance as is reasonably requested by Blueprint, (vii) enabling a Laboratory Developed Test at a mutually acceptable laboratory (to the extent such alternative arrangement would meet Blueprint’s needs consistent with Applicable Law), (viii) enabling a PMA Laboratory Developed Test at a mutually acceptable laboratory (to the extent such alternative arrangement would meet Blueprint’s needs consistent with Applicable Law), or (ix) […***…], or (x) such other mutually agreeable arrangement to help support sales of the Blueprint Product, with the ultimate goal of ensuring that diagnostic testing using the Ventana IVD in connection with the Blueprint Product is (or remains) available in the countries in the relevant Markets as reasonably practicable. In the case of each Replacement Diagnostic Solution, Ventana shall grant to Blueprint and, if agreed by the Parties, to one or more Third Parties, the necessary licenses to implement such Replacement Diagnostic Solution under Intellectual Property Controlled by Ventana, and Ventana or its Divisional Affiliates shall reasonably assist Blueprint in obtaining the requisite service...
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Related to Replacement Diagnostic Solution

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  • 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.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Product The term “

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

  • Defective Product If Client rejects Products under Section 6.1 and the deviation is determined to have arisen from Patheon’s failure to provide the Manufacturing Services in accordance with the Specifications, cGMPs, or Applicable Laws, Patheon will credit Client’s account for Patheon’s invoice price for the defective Products. If Client previously paid for the defective Products, Patheon will promptly, at Client’s election, either: (i) refund the invoice price for the defective 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. Products; (ii) offset the amount paid against other amounts due to Patheon hereunder; or (iii) replace the Products with conforming Products without Client being liable for payment therefor under Section 3.1, contingent upon the receipt from Client of all Active Materials and Client-Supplied Components required for the manufacture of the replacement Products. For greater certainty, Patheon’s responsibility for any loss of Active Materials in defective Product will be captured and calculated in the Active Materials Yield under Section 2.2.

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