Supply of Key Components, Starting Materials and Intermediates. Upon request by Apollo, Inovio will cooperate with and assist Apollo with respect to the supply to Apollo by Inovio and/or Inovio’s Third Party manufacturers of any key components, starting materials and/or intermediates for use in the manufacture of VGX-3100, the Delivery Device and/or Products by Apollo (such key components, starting materials and/or intermediates being “Raw Materials”). Upon request by Apollo, Inovio will use Commercially Reasonable Efforts to obtain from its Third Party manufacturers the supply of Raw Materials reasonably requested by Apollo for use by Apollo in the manufacture of VGX-3100, the Delivery Device and/or Product prior to the initiation of a Phase 1 clinical trial for the Product in the Territory, provided that Apollo shall be responsible for reimbursing Inovio for its Third Party costs incurred in connection with such supply of such Raw Materials. In the event of such supply of Raw Materials by Inovio to Apollo, the Parties shall enter into a separate supply agreement for such supply. In addition, upon Apollo’ request, the Parties will work together in good faith to facilitate providing Apollo with an opportunity to obtain such supply of Raw Materials directly from such Third Party manufacturers of Inovio (rather than through Inovio under Inovio’s agreement with such Third Party manufacturers).
Supply of Key Components, Starting Materials and Intermediates. Effective as of the Effective Date, Tocagen shall, and it hereby does, grant to Apollo the right, and shall use Commercially Reasonable Efforts to assist Apollo, to procure and purchase any key components, starting materials and/or intermediates used by or on behalf of Tocagen in connection with the manufacture of Toca FC or API (collectively, “Raw Materials”), and subject to Section 7.3, from any qualified vendor from whom Tocagen is then directly procuring and purchasing such Raw Materials; provided, however, that Apollo acknowledges that if the Tocagen CMO(s) for Toca FC or API are responsible for procuring and purchasing any such Raw Material directly from qualified vendors for use in the manufacture of Toca FC or API, and Tocagen itself has no right to procure and purchase such Raw Material directly from such vendor, then Apollo shall be solely responsible for negotiating with such vendor(s), the Tocagen CMO(s) and/or Apollo’s CMO(s) for the supply of such Raw Material. .
