Sensitive Manufacturing Know-How Sample Clauses

Sensitive Manufacturing Know-How. With respect to Amgen’s transfer of Sensitive Manufacturing Know-How, if any, the Parties agree that the following procedures shall apply: (a) Upon BioAge’s written request (and in any event prior to Amgen providing to BioAge any Sensitive Manufacturing Know-How, if any), the Parties shall enter into the supplemental confidentiality agreement in the form attached hereto on Exhibit D to ensure that Sensitive Manufacturing Know-How provided to BioAge shall be limited to specified BioAge employees or contractors or consultants that are pre-approved in writing by Amgen (such approval not to be unreasonably withheld or delayed), each who need such information for purposes of global Regulatory Filings and do not play any direct role in process development or manufacturing (such employees, contractors and consultants, the “Clean Team,” and such purpose, the “Manufacturing Know-How Purpose”) and that such Sensitive Manufacturing Know-How shall be used solely for the Manufacturing Know-How Purpose. Prior to providing Sensitive Manufacturing Know-How to contractors and consultants of the Clean Team, the identity of such contractors and consultants shall be provided to Amgen, and BioAge shall enter into written agreements with such contractors and consultants containing confidentiality and non-use provisions no less restrictive than those contained in Section 8.1 (Confidential Information) (“Contractor Confidentiality Agreement”), and BioAge shall provide such Contractor Confidentiality Agreement to Amgen to confirm compliance with the foregoing (provided, BioAge shall be entitled to redact other competitively sensitive information). Any act or omission of any such contractor or consultant that would be a breach of its Contractor Confidentiality Agreement shall be deemed a breach of this Agreement by BioAge (and treated as if BioAge breached Article 8). Upon the request of either Party, the Parties shall discuss in good faith and establish other reasonable arrangements, systems and protocols to ensure that Sensitive Manufacturing Know-How provided to BioAge will be disclosed or made available only to the Clean Team and will be used by such Clean Team solely for the Manufacturing Know-How Purpose. (b) In the event any Regulatory Authority requests Sensitive Manufacturing Know-How, Amgen will provide to the Clean Team reasonable Consulting Support (at the FTE Rate) in connection with such request (for clarity, only with respect to requests relating to Sensitive Manufac...