Common use of Sub-Manufacturers Clause in Contracts

Sub-Manufacturers. Any party listed on Exhibit B attached hereto and any additional Third Party who Supplier may, from time to time, designate as a sub-manufacturer under this Agreement (each such party, a “Sub-Manufacturer”) shall be able to conduct activities to assist with the performance of Supplier’s duties hereunder; provided, however that before any party is designated as a Sub-Manufacturer under this Agreement (i) Purchaser must give its written consent to such designation, such consent not to be unreasonably withheld, (ii) the proposed Sub-Manufacturer must agree to perform in accordance with the Development and Scale-Up Plan (as defined in the LCA) and the Quality Agreement, (iii) the proposed Sub-Manufacturer must agree in writing to transfer to Supplier all know-how and other information necessary or useful in the manufacturing and production of Licensed Adjuvants supplied hereunder, including, without limitation, the preparation, testing and storage of such Licensed Adjuvants and the handling, storage and disposal of any residues or wastes generated thereby so that in the event that Purchaser elects to exercise its rights related to Technology Transfer under Section 6.3(c) below, Purchaser will be able to manufacture (or have manufactured) the Licensed Adjuvant in a manner substantially identical to the manner such manufacturing was conducted under this Agreement; (iv) the Sub-Manufacturer must agree in writing that, in the event that Purchaser terminates this Agreement under Section 6.2(a) or Section 6.2(d), any and all agreements between it and Supplier related to the manufacture of Licensed Adjuvant will be assigned to Purchaser with respect to the supply of Licensed Adjuvants provided under this Agreement provided, however that in the case of the agreement between Supplier and [* * *] which has been 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. entered into prior to the Effective Date, Supplier shall have twelve (12) months from the Effective Date to receive [* * *] written agreement to such subassignment. Notwithstanding anything hereunder or anything in an agreement between a Sub-Manufacturer and Supplier, Supplier shall remain liable for any breach of this Agreement by any of its Sub-Manufacturers.

Sub-Manufacturers. Any party listed on Exhibit B attached hereto and any additional Third Party who Supplier may, from time to time, designate as a sub-manufacturer under this Agreement (each such party, a “Sub-Manufacturer”) shall be able to conduct activities to assist with the performance of Supplier’s duties hereunder; provided, however that before any party is designated as a Sub-Manufacturer under this Agreement (i) Purchaser must give its written consent to such designation, such consent not to be unreasonably withheld, (ii) the proposed Sub-Manufacturer SubManufacturer must agree to perform in accordance with the Development and Scale-Up Plan (as defined in the LCA) 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. and the Quality Agreement, (iii) the proposed Sub-Manufacturer must agree in writing to transfer to Supplier all know-how and other information necessary or useful in the manufacturing and production of Licensed Adjuvants supplied hereunder, including, without limitation, the preparation, testing and storage of such Licensed Adjuvants and the handling, storage and disposal of any residues or wastes generated thereby so that in the event that Purchaser elects to exercise its rights related to Technology Transfer under Section 6.3(c) below, Purchaser will be able to manufacture (or have manufactured) the Licensed Adjuvant in a manner substantially identical to the manner such manufacturing was conducted under this Agreement; (iv) the Sub-Manufacturer must agree in writing that, in the event that Purchaser terminates this Agreement under Section 6.2(a) or Section 6.2(d), any and all agreements between it and Supplier related to the manufacture of Licensed Adjuvant will be assigned to Purchaser with respect to the supply of Licensed Adjuvants provided under this Agreement provided, however that in the case of the agreement between Supplier and [* * *] which has been 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. entered into prior to the Effective Date, Supplier shall have twelve (12) months from the Effective Date to receive [* * *] written agreement to such subassignment. Notwithstanding anything hereunder or anything in an agreement between a Sub-Manufacturer and Supplier, Supplier shall remain liable for any breach of this Agreement by any of its Sub-Manufacturers.