Sigilon Supply Rights Sample Clauses

Sigilon Supply Rights. Notwithstanding the foregoing Section 7.3.1, subject to Section 7.3.2(b), Sigilon will have the right, and the obligation, to supply Lilly’s requirements for the Encapsulation Material to be used in the manufacture of Licensed Products for clinical and Commercial use. In order for Sigilon to maintain such supply right, it shall be required to meet (or have its contract manufacturers meet) certain objective manufacturing readiness and regulatory and quality milestones appended to this Agreement as Schedule [***]. Sigilon’s supply of the Encapsulation Material shall be done pursuant to a clinical supply agreement and Quality Agreement to be entered into by the Parties, and a separate supply agreement and Quality Agreement for commercial supply, which will include appropriate supply contingency plans, define supply defaults and remedies therefor, and certain manufacturing and scale up matters and otherwise be consistent with the terms of this Agreement. Notwithstanding the foregoing, Lilly will be solely responsible for determining the suitability of the Encapsulation Materials supplied by Sigilon or Sigilon’s Third Party suppliers and accepting or rejecting such Encapsulation Material for use as a component in the manufacture of Licensed Product for use in Lilly’s Clinical Trials or for Commercial purposes. Sigilon will provide the Encapsulation Material to Lilly for clinical and Commercialization purposes at a price equal to [***] percent ([***]%) of its Manufacturing Costs therefor. Lilly shall have the right to audit Sigilon’s Manufacturing Costs by way of Section 8.3.4 applied mutatis mutandis (with appropriate substitution/replacement of relevant Party and subject matter references) or as otherwise provided for in the applicable supply agreement.
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Related to Sigilon Supply Rights

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  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

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  • Delay Rights Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Company or any of its Affiliates has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Company, would materially and adversely affect the Company; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For the avoidance of doubt, the provisions of this Section 2.01(d) shall apply to any Underwritten Offering undertaken pursuant to Section 2.03.

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