Third Party Manufacturing. BMS may exercise any of its manufacturing rights with respect to Compounds and Products through one or more Third Party manufacturers, provided that the Third Party manufacturer undertakes in writing obligations of confidentiality and non-use regarding Confidential Information of Ambrx (including Ambrx Know-How received by such Third Party manufacturer under Section 6.2 above) that are substantially the same as (although may be shorter in duration than, provided that such duration shall not be less than five (5) years from the effective date of the written obligation) those undertaken by the Parties pursuant to Article 12 hereof.
Third Party Manufacturing. If Orphan Medical is unable to manufacture or supply the quantity of Product ordered by Celltech in accordance with this Agreement for any reason whatsoever, including, without limitation, by reason of an event described in Section 16.1 (Events of Force Majeure), Celltech shall have the right at its sole election to (A) take over the manufacture of the Product or appoint a Third Party manufacturer to fulfill Orphan Medical's manufacturing and supply obligations under this Agreement thereafter through the remaining Term of this Agreement and/or (B) purchase the API from Orphan Medical and itself convert, or appoint a Third Party manufacturer to convert, the API into Product through the Term of the Agreement; provided, however, such right shall be exercisable only if (1) Orphan Medical's inability to manufacture or supply the Product could reasonably be expected to result in a period of time of at least three (3) months during which less than fifty percent (50%) of Product ordered pursuant to Celltech's last firm purchase order would be available to Celltech for commercial sale, (2) Celltech provides reasonable evidence of its ability to procure a Third Party manufacturer or take over the manufacture of the Product or the API more rapidly than Orphan Medical could restart production and supply of Product, and (3) Orphan Medical's inability to manufacture or supply Product did not result, wholly or in part, from a breach by Celltech of its obligations hereunder. Orphan Medical shall provide Celltech with all reasonable assistance in taking over or obtaining and qualifying a Third Party manufacturer, including without limitation, licensing its Manufacturing Know-How to Celltech and/or such Third Party manufacturer solely for the purpose of manufacturing the API and/or the Product pursuant to this Section 2.1(b).
Third Party Manufacturing. To the extent any Active Product is being Manufactured by a Third Party under contract to Novartis as of the date notice of termination is given, then Novartis shall use commercially reasonable efforts to assign to Genentech all of Novartis’ rights with respect to the Active Product under its agreement with the Third Party manufacturer, and Genentech shall perform all of Novartis’ obligations under each such agreement in so far as they relate to the active Product Manufactured thereunder after the effective date of such assignment.
Third Party Manufacturing. (a) BMS may exercise any of its manufacturing rights with respect to Licensed Compound and Licensed Product (and Alder may exercise any of its manufacturing rights with respect to Licensed Compound (for use in Cancer Product) and Cancer Product for use in the Cancer Field) through one or more Third Party manufacturers, provided that (a) the Third Party manufacturer undertakes in writing obligations of confidentiality and non-use regarding Confidential Information (including Alder Know-How received by such manufacturer under Section 6.3 above) that are substantially the same as (although may be shorter in duration than, provided that such duration shall not be less than [***] from the effective date of the written obligation) those undertaken by the Parties pursuant to Article 12 hereof and (b) the Third Party manufacturer agrees in writing to assign (or license) all intellectual property with respect to the Product or its manufacture developed in the course of performing any such manufacturing to the Party retaining such Third Party manufacturer.
(b) In the case where Cancer Product is being Developed and/or Commercialized, the Parties shall discuss through the JMC their respective selection of any Third Party manufacturer for Licensed Compound. In addition, in the case where BMS has exercised the Option and Cancer Product is being Developed and/or Commercialized, the Parties shall discuss through the JMC their respective selection of any Third Party manufacturer for Cancer Product. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Third Party Manufacturing. With respect to the products purchased by NSA from third party manufacturers to whom Seller provides specified pre-blended raw materials, Seller shall (i) consult with NSA to locate a primary manufacturing facility to produce the aforementioned products (if such primary manufacturing facility has not already been located), (ii) consult with the primary manufacturer with regard to label copy and packaging for the aforementioned products, (iii) provide specified pre-blended raw materials in conformity with the formulas and specifications for the aforementioned products at the prices listed on subsequent memorandums signed by the Parties, and (iv) as mutually agreed by the Parties pursuant to Section 22 of this Agreement, procure any necessary governmental registrations or approvals required for the aforementioned products in any geographic area in which NSA intends to sell or distribute the aforementioned products or cooperate with NSA in the procurement of such registrations or approvals.
Third Party Manufacturing. The Licensee will be entitled to engage a third party manufacturer to make and produce the Licensed Products. The third party manufacturer shall be selected by Licensee in its sole discretion.
Third Party Manufacturing. To the extent the Active Product is being Manufactured by a Third Party as of the date notice of termination is given with respect to such Terminating Party(ies), then the Terminating Party(ies) shall use commercially reasonable efforts to assign to Tanox each Terminating Party’s rights with respect to the Active Product under its agreement with the Third Party manufacturer, and Tanox shall perform all of such Terminating Party’s obligations under each such agreement in so far as they relate to the Active Product from and after the effective date of termination.
Third Party Manufacturing. BMS may exercise any of its manufacturing rights with respect to Compounds and Products through one or more Third Party manufacturers. Prior to the transfer of any Product-specific cell lines to a Third Party manufacturer, BMS shall inform Ambrx as to the identity of such Third Party manufacturer (and shall consult with Ambrx in the event that Ambrx has concerns about using such Third Party manufacturer). Any Third Party manufacturer which will exercise manufacturing rights with respect to Compounds and Products must undertake in writing obligations of confidentiality and non-use regarding Confidential Information of Ambrx (including Ambrx Know-How received by such Third Party manufacturer under Section 6.2 above) that are substantially the same as (although may be shorter in duration than, provided that such duration shall not be less than seven (7) years from the date of disclosure to the Third Party manufacturer) those undertaken by the Parties pursuant to Article 12 hereof.
Third Party Manufacturing. Unigene shall have the right to grant the rights granted under ** to a ** and/or ** in case ** for use in ** by a ** is required as per Section ** and/or as contemplated under the terms of the **, provided that such ** and/or ** is bound to confidentiality with respect to any information shared in the implementation of such rights and such ** and/or ** are bound by the terms and limitations of such licenses as set forth herein.
Third Party Manufacturing. Apollo may exercise any of its manufacturing rights with respect to VGX-3100, the Delivery Device and Products through one or more Third Party manufacturers, provided that (i) Inovio's input on the selection of such Third Party manufacturers are reasonably considered, and (ii) the Third Party manufacturer undertakes in writing obligations of confidentiality and non-use regarding Confidential Information of Inovio (including Inovio Know-How received by such Third Party manufacturer under Sections 9.1(b) or 9.1(c) above) that are substantially the same as (although may be shorter in duration than, provided that such duration shall not be less than ten (10) years from the effective date of the written obligation) those undertaken by the Parties pursuant to Article 10 hereof. Apollo will use Commercially Reasonable Efforts to secure for Inovio the right for Inovio to participate in any and all audit and inspection performed by Apollo with respect to a Third Party manufacturer, and otherwise, Apollo agrees to keep Inovio informed of any and all audits or inspections of such Third Party manufacturer performed by Apollo.
