Subcontracts; Affiliates Clause Samples
Subcontracts; Affiliates. (a) Each Party may perform any of its Manufacturing and supply obligations under the Manufacturing Plan through one or more Third Party manufacturers, provided that (i) such Party remains responsible for the work allocated to, and payment to, such Third Party manufacturer to the same extent it would if it had done such work itself; (ii) the Third Party manufacturer undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information that are no less restrictive than those undertaken by the Parties with respect to Confidential Information pursuant to Article 11 hereof, except that the term of such obligations may be for as long a duration as can reasonably be negotiated with the Third Party manufacturer, but in any case such term shall have a duration that is commercially reasonable under the circumstances; (iii) the Third Party manufacturer agrees in writing to assign or license back (with the right to sublicense) all intellectual property with respect to Compounds or Products developed in the course of performing any such Manufacturing to the Party retaining such Third Party manufacturer (except that such Party shall have the right to agree to commercially reasonable terms permitting the Third Party manufacturer to retain intellectual property generally applicable to its business or the Manufacture of products). A Party may also subcontract Manufacturing work on terms other than those set forth in this Section 7.7(a), with the prior approval of the JMC.
(b) Each Party may perform any of its manufacturing and supply obligations under the Manufacturing Plan through one or more Affiliates, provided that [*] shall not be included in calculating “Manufacturing Expenses” as defined in Article 1, and only [*] shall be so included.
Subcontracts; Affiliates. Codiak may perform any of its Manufacturing and supply obligations under this ARTICLE VII through its Affiliates or one or more Third Party Manufacturers reasonably acceptable to Jazz and consistent with any relevant supply or quality agreements between the Parties or their respective Affiliates.
Subcontracts; Affiliates. Subject to Sections 6.3(c) and 7.4, each Party may perform any of its manufacturing and supply obligations under the Joint Manufacturing Plan through its Affiliates or one or more Third Party manufacturers or consultants. In the event that Partner utilizes a Third Party manufacturer, Partner agrees to use commercially reasonable efforts to [*] an [*] that may be [*] to [*] upon [*].
Subcontracts; Affiliates. In accordance with the API Supply Agreement or Licensed Product Supply Agreement or clinical supply terms pursuant to Schedule 7.1(c) as relevant, Cytokinetics may perform any of its supply obligations through one or more Third Parties, provided that (a) Cytokinetics remains responsible for the work allocated to, and payment to, such Third Party to the same extent it would if it had done such work itself, (b) the Third Party subcontractor undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information that are substantially the same as those undertaken by the Parties with respect to Confidential Information pursuant to Article 13 hereof and (c) the Third Party subcontractor undertakes in writing to assign or exclusively license back (with the right to sublicense) all intellectual property with respect to Licensed Products developed in the course of performing any such Manufacturing of Licensed Products (subject to, where applicable, commercially reasonable terms providing subcontractors ownership of applicable general improvements to intellectual property owned or controlled by such subcontractors, or non-product specific intellectual property, generated by such subcontractors during performance of such work).
Subcontracts; Affiliates. In accordance with the Supply Agreement, Eidos may perform any of its supply obligations through one or more Third Parties, provided that (a) Eidos remains responsible for the work allocated to, and payment to, such Third Party to the same extent it would if it had done such work itself; (b) the Third Party undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information that are substantially the same as those undertaken by the Parties with respect to Confidential Information pursuant to Article 12 hereof; and (c) the Third Party undertakes in writing to assign or exclusively license back (with the right to sublicense) all intellectual property with respect to Licensed Products developed in the course of performing any such Manufacturing of Licensed Products.