Common use of Transfer of Manufacturing Technology Clause in Contracts

Transfer of Manufacturing Technology. (a) Promptly after the Effective Date, Company shall transfer to Licensee all then-existing and in-process inventory of IMMU-132 (totaling ***) (“Existing Inventory”), including a copy of all supporting batch records, in-process and release testing, GMP certifications and other documentation as reasonably required by Licensee. Company hereby represents and warrants to Licensee that all Existing Inventory has been manufactured and stored in accordance with GMP and all Applicable Laws, and that it complies in all respects with applicable specifications, which will be provided to Licensee as soon as practicable after the Effective Date. Further, Company shall assign and transfer to Licensee any existing manufacturer’s warranty with respect to the Existing Inventory to the extent allowed under any applicable agreement. The transfer price for such Existing Inventory shall be equal to Company’s Fully Burdened Cost of manufacturing, but not to exceed ***. Subject to the provision by Company to Licensee of reasonable documentation demonstrating such costs, such transfer price shall be paid by Licensee no later than *** after receipt of the Existing Inventory. (b) At Licensee’s request, Company shall, without any further consideration, fully transfer, within a reasonable and expeditious timeframe and in any event to be initiated within *** of the Effective Date, the entirety of the commercial process for the Manufacture of the antibody component of IMMU-132 (i.e., “hRS7”) and all related processes and components, including all Information and Company Know-How used in, necessary for or related to such process, to a contract manufacturer designated by Licensee; provided that at Licensee’s request, Company shall transfer all documents and materials required for implementation of the Manufacture of IMMU-132 as soon as practicable, but no later than *** after the request by Licensee at any time following the Effective Date. (c) Without limiting the foregoing, Company will ensure that each Facility is ready for Pre-Approval Inspection (PAI) within *** after the submission of the BLA, and the costs of mutually agreed maintenance or upgrades required at each Facility for such Facility to successfully complete PAI will be ***. (d) After Licensee has notified Company that it is prepared to take over all manufacturing responsibility for Licensed Product, Company shall, to the extent it is legally able, assign, or cause to be assigned, to Licensee all of Company’s and its Affiliates’ existing manufacturing, supply and storage agreements pertaining to any Licensed Products (the “Manufacturing Agreements”), but excluding the portion of any such agreements that relate to products that are not included in the licenses granted to Licensee hereunder. To the extent that, and for so long as, Company is unable to effect such assignments to Licensee, Company shall take any and all actions necessary (including entering into any subcontracting, subleasing or sublicensing arrangements) to provide Licensee with the full benefits of such Manufacturing Agreements with respect to Licensed Product.

Transfer of Manufacturing Technology. (a) Promptly [ * ] after the Effective DateTransfer Date for a given Product, Company Exelixis shall transfer disclose (and provide copies, as applicable) to Licensee all theneither Sanofi-existing Aventis or a Third Party manufacturer designated by Sanofi-Aventis [ * ] that is Controlled by Exelixis, required for the Manufacture of such Product and inis [ * ] to enable Sanofi-process inventory of IMMU-132 Aventis or such Third Party manufacturer (totaling ***as appropriate) (“Existing Inventory”)to Manufacture such Product, including a copy the Information described on Exhibit 7.3(a). The steps, planning and obligations of all supporting batch records, in-process the Parties regarding the transfer of the Manufacturing Technology for such Product (for both the active pharmaceutical ingredient and release testing, GMP certifications and other documentation the drug product as reasonably required by Licensee. Company hereby represents and warrants to Licensee that all Existing Inventory has been manufactured and stored in accordance with GMP and all Applicable Laws, and that it complies in all respects with applicable specifications, which the case may be) will be provided set forth in a “Technology Transfer Master Plan API” and a “Technology Transfer Master Plan Drug Product” respectively, to Licensee as soon as practicable after be executed between the Effective Date. Further, Company shall assign and transfer to Licensee any existing manufacturer’s warranty with respect to the Existing Inventory to the extent allowed under any applicable agreement. The transfer price for such Existing Inventory shall be equal to Company’s Fully Burdened Cost of manufacturing, but not to exceed ***. Subject to the provision by Company to Licensee of reasonable documentation demonstrating such costs, such transfer price shall be paid by Licensee no later than *** after receipt of the Existing InventoryParties. (b) At Licensee’s Upon request, Company shall, without Exelixis will [ * ] use Diligent Efforts to provide Sanofi-Aventis with any further consideration, fully transfer, within a reasonable additional information or on-site support as may be required by Sanofi-Aventis and expeditious timeframe and its Affiliates in any event to be initiated within *** connection with the transfer of the Effective DateManufacturing Technology. Sanofi-Aventis shall reimburse Exelixis for any on-site support rendered at the Exelixis FTE Rate per FTE-day of 8 hours, provided further Exelixis shall in no event be obliged to provide more than [ * ] FTE-days of 8 hours in total, unless the entirety of the commercial process for the Manufacture of the antibody component of IMMU-132 (i.e., “hRS7”) and all related processes and components, including all Information and Company Know-How used in, necessary for or related to such process, to a contract manufacturer designated by Licensee; provided that at Licensee’s request, Company shall transfer all documents and materials required for implementation of the Manufacture of IMMU-132 as soon as practicable, but no later than *** after the request by Licensee at any time following the Effective DateParties otherwise agree in writing. (c) Without limiting At any time during the foregoing, Company will ensure that each Facility is ready for Pre-Approval Inspection (PAI) within *** after the submission transfer of the BLAManufacturing Technology, Sanofi-Aventis may require to perform a technical audit of Exelixis’ or any Third Party’s facilities where the Products and their respective active pharmaceutical ingredient are Manufactured. During such audit, Sanofi Aventis shall have the right to review the batch records and any other relevant documentation related to the Manufacture of the Product, and Exelixis shall use its Diligent Efforts to facilitate such review. Should Exelixis’ agreement with the costs applicable Third Party vendor not permit or contemplate the possibility of mutually agreed maintenance or upgrades required at each Facility for such Facility to successfully complete PAI will be ***an audit, [ * ]. (d) After Licensee has notified Company that it is prepared For the purpose of this Section 7.4, the actual transfer to take over all manufacturing responsibility for Licensed Product, Company shall, to Sanofi-Aventis of the extent it is legally able, assign, or cause to be assigned, to Licensee all of Company’s and its Affiliates’ existing manufacturing, supply and storage agreements pertaining to any Licensed Products (the “Manufacturing Agreements”), but excluding the portion of any such agreements that relate to products that are not included in the licenses granted to Licensee hereunder. To the extent that, and for so long as, Company is unable to effect such assignments to Licensee, Company shall take any and all actions necessary (including entering into any subcontracting, subleasing or sublicensing arrangements) to provide Licensee with the full benefits of such Manufacturing Agreements Technology with respect to Licensed Producta particular Product shall be deemed completed when [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Transfer of Manufacturing Technology. (a) Promptly after From time to time Medivation shall disclose and transfer to Astellas or any of its Affiliates, Sublicensees or a Third Party manufacturer designated by Astellas all Medivation Know-How and all Joint Know-How Controlled by Medivation or its Affiliate as of the Effective DateDate and during the Term (to the extent not previously transferred or disclosed to Astellas, Company its Affiliate, Sublicensee or Third Party manufacturer, as applicable) that is reasonably necessary or useful for Astellas or such Third Party manufacturer (as appropriate) to Manufacture the MDV3100 Product, including the Initial MDV3100 Product and any [*] MDV3100 Product. Medivation shall transfer provide such assistance and cooperation to Licensee all then-existing and in-process inventory of IMMU-132 (totaling ***Astellas or its designee(s) (“Existing Inventory”to permit Astellas or the designee(s), including as applicable, to be qualified by all required Regulatory Authorities as a copy manufacturer(s) of all supporting batch records, in-process and release testing, GMP certifications and other documentation as reasonably required by Licensee. Company hereby represents and warrants to Licensee that all Existing Inventory has been manufactured and stored in accordance with GMP and all Applicable Laws, and that it complies in all respects with applicable specifications, which will be provided to Licensee each Product as soon as practicable after the Effective Datepracticable. Further, Company Medivation shall assign and perform this technology transfer to Licensee any existing manufacturer’s warranty with respect to the Existing Inventory Initial MDV3100 Product reasonably in advance of Astellas’s assumption of operational responsibility for commercial supply therefor (or earlier if requested by Astellas), and shall perform this technology transfer with respect to each [*] MDV3100 Product reasonably in advance of [*] therefor (or earlier if requested by Astellas). In addition, Medivation shall perform or renew this technology transfer and qualification with respect to any Product at Astellas’s request, and from time to time to the extent allowed under any applicable agreement. The transfer price for such Existing Inventory shall be equal that Medivation acquires or develops new data, processes, know-how, or other Information relevant to Company’s Fully Burdened Cost of manufacturing, but not to exceed ***. Subject to the provision by Company to Licensee of reasonable documentation demonstrating such costs, such transfer price shall be paid by Licensee no later than *** after receipt of the Existing Inventory. (b) At Licensee’s request, Company shall, without any further consideration, fully transfer, within a reasonable and expeditious timeframe and in any event to be initiated within *** of the Effective Date, the entirety of the commercial process for the Manufacture of a Product. For the antibody component avoidance of IMMU-132 (i.e.doubt, “hRS7”) and all related processes and components, including all Information and Company Know-How used in, necessary for or related to such process, to a contract manufacturer designated by Licensee; provided that at Licensee’s request, Company shall transfer all documents and materials required for implementation of the Manufacture of IMMU-132 as soon as practicable, but no later than *** after the request by Licensee at any time following the Effective Date. (c) Without limiting the foregoing, Company will ensure that each Facility is ready for Pre-Approval Inspection (PAI) within *** after the submission of the BLA, and the costs of mutually agreed maintenance or upgrades required at each Facility for such Facility to successfully complete PAI will be ***. (d) After Licensee has notified Company that it is prepared to take over all manufacturing responsibility for Licensed Product, Company shall, to the extent it is legally able, assign, or cause to be assigned, to Licensee all of Company’s and its Affiliates’ existing manufacturing, supply and storage agreements pertaining to any Licensed Products (the “Manufacturing Agreements”), but excluding the portion of any such agreements that relate to products that are not included nothing in the licenses granted to Licensee hereunder. To the extent that, and for so long as, Company is unable to effect such assignments to Licensee, Company shall take any and all actions necessary (including entering into any subcontracting, subleasing or sublicensing arrangements) to provide Licensee with the full benefits of such Manufacturing Agreements this Section 7.10 with respect to Licensed ProductMedivation’s obligation to transfer manufacturing know-how to Astellas shall limit Medivation’s right to use any Manufacturing know-how pursuant to the sublicense granted to Medivation in Section 8.2 in order to fulfill Medivation’s obligations in accordance with the Joint Manufacturing Plan. The reasonable costs and expenses incurred by Medivation in accordance with the Joint Manufacturing Plan, including without limitation any internal personnel costs, in carrying out such transfer shall be shared as a Joint Development Cost. The Parties shall work together to effectuate the contemplated transfer as expeditiously and efficiently as reasonably possible and in a manner to meet the Development and Commercialization timelines in the Joint Manufacturing Plan.

Transfer of Manufacturing Technology. (a) Promptly [ * ] after the Effective Date, Company Exelixis shall transfer disclose (and provide copies, as applicable) to Licensee all theneither Sanofi-existing Aventis or a Third Party manufacturer designated by Sanofi-Aventis [ * ] that is Controlled by Exelixis, required for the Manufacture of the Licensed Compounds and inProducts and is [ * ] to enable Sanofi-process inventory of IMMU-132 Aventis or such Third Party manufacturer (totaling ***as appropriate) to Manufacture such Products. Such Information shall include, without limitation, the Information and documents set forth in Exhibit 7.4 hereof (the “Existing InventoryManufacturing Technology”). The steps, including a copy planning and obligations of all supporting batch records, in-process the Parties regarding the transfer of the Manufacturing Technology for each Product (for both the active pharmaceutical ingredient and release testing, GMP certifications and other documentation as reasonably required by Licensee. Company hereby represents and warrants to Licensee that all Existing Inventory has been manufactured and stored in accordance with GMP and all Applicable Laws, and that it complies in all respects with applicable specifications, which the drug product) will be provided set forth in a “Technology Transfer Master Plan API” and a “Technology Transfer Master Plan Drug Product” respectively, to Licensee as soon as practicable after be executed between the Effective Date. Further, Company shall assign and transfer to Licensee any existing manufacturer’s warranty with respect to the Existing Inventory to the extent allowed under any applicable agreement. The transfer price for such Existing Inventory shall be equal to Company’s Fully Burdened Cost of manufacturing, but not to exceed ***. Subject to the provision by Company to Licensee of reasonable documentation demonstrating such costs, such transfer price shall be paid by Licensee no later than **Parties [ * after receipt of the Existing Inventory]. (b) At Licensee’s Exelixis will [ * ] use Diligent Efforts to provide Sanofi-Aventis, upon request, Company shall, without with any further consideration, fully transfer, within a reasonable additional information or on-site support as may be required by Sanofi-Aventis and expeditious timeframe and its Affiliates in any event to be initiated within *** connection with the transfer of the Effective DateManufacturing Technology. Sanofi-Aventis shall reimburse Exelixis for any on-site support rendered at the Exelixis FTE Rate of per FTE-day, provided further Exelixis shall in no event be obliged to provide more than [ * ] FTE-day in total, unless the entirety of the commercial process for the Manufacture of the antibody component of IMMU-132 (i.e., “hRS7”) and all related processes and components, including all Information and Company Know-How used in, necessary for or related to such process, to a contract manufacturer designated by Licensee; provided that at Licensee’s request, Company shall transfer all documents and materials required for implementation of the Manufacture of IMMU-132 as soon as practicable, but no later than *** after the request by Licensee at any time following the Effective DateParties otherwise agree in writing. (c) Without limiting At any time during the foregoing, Company will ensure that each Facility is ready for Pre-Approval Inspection (PAI) within *** after the submission transfer of the BLAManufacturing Technology, Sanofi-Aventis may require to perform a technical audit of Exelixis’ or any Third Party’s facilities where the Products and their respective active pharmaceutical ingredient are Manufactured. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. During such audit, Sanofi Aventis shall have the right to review the batch records and any other relevant documentation related to the Manufacture of the Product, and Exelixis shall use its Diligent Efforts to facilitate such review. Should Exelixis’ agreement with the costs applicable Third Party vendor not permit or contemplate the possibility of mutually agreed maintenance or upgrades required at each Facility such an audit, [ * ] shall use [ * ] to [ * ] from the [ * ] the [ * ] for [ * ] to [ * ] such Facility to successfully complete PAI will be ***[ * ]. (d) After Licensee has notified Company that it is prepared For the purpose of this Section 7.4, the actual transfer to take over all manufacturing responsibility for Licensed Product, Company shall, Sanofi-Aventis of the Manufacturing Technology with respect to the extent it is legally able, assign, or cause to a particular Product shall be assigned, to Licensee all of Company’s and its Affiliates’ existing manufacturing, supply and storage agreements pertaining to any Licensed Products (the “Manufacturing Agreements”), but excluding the portion of any such agreements that relate to products that are not included deemed completed when [ * ] as described in the licenses granted [ * ] and the [ * ] shall [ * ]. (e) Sanofi-Aventis and/or its Third Party manufacturer shall use [ * ] transferred pursuant to Licensee hereunder. To Section 7.4(a) solely for the extent thatpurpose of Manufacturing any Products for use by Exelixis or Sanofi-Aventis under this Agreement, and for so long as, Company is unable no other purpose. (f) Sanofi-Aventis acknowledges and agrees that Exelixis may condition its agreement to effect the transfer of any Manufacturing Technology to a Third Party manufacturer on the execution of a confidentiality agreement between such assignments Third Party manufacturer and Exelixis that contains terms substantially equivalent to Licensee, Company shall take any and all actions necessary (including entering into any subcontracting, subleasing or sublicensing arrangements) to provide Licensee with the full benefits those of such Manufacturing Agreements with respect to Licensed ProductArticle 10 of this Agreement.

Transfer of Manufacturing Technology. (a) Promptly [ * ] after the Effective Date, Company Exelixis shall transfer disclose (and provide copies, as applicable) to Licensee all theneither Sanofi-existing Aventis or a Third Party manufacturer designated by Sanofi-Aventis [ * ] that is Controlled by Exelixis, required for the Manufacture of the Licensed Compounds and inProducts and is [ * ] to enable Sanofi-process inventory of IMMU-132 Aventis or such Third Party manufacturer (totaling ***as appropriate) to Manufacture such Products. Such Information shall include, without limitation, the Information and documents set forth in Exhibit 7.4 hereof (the “Existing InventoryManufacturing Technology”). The steps, including planning and obligations of the Parties regarding the transfer of the Manufacturing Technology for each Product (for both the active pharmaceutical ingredient and the drug product) will be set forth in a copy of all supporting batch records“Technology Transfer Master Plan API” and a “Technology Transfer Master Plan Drug Product” respectively, in-process and release testingto be executed between the Parties [ * ]. [ * ] = Certain confidential information contained in this document, GMP certifications and other documentation as reasonably required marked by Licensee. Company hereby represents and warrants to Licensee that all Existing Inventory brackets, has been manufactured omitted and stored in accordance filed separately with GMP the Securities and all Applicable Laws, and that it complies in all respects with applicable specifications, which will be provided Exchange Commission pursuant to Licensee as soon as practicable after the Effective Date. Further, Company shall assign and transfer to Licensee any existing manufacturer’s warranty with respect to the Existing Inventory to the extent allowed under any applicable agreement. The transfer price for such Existing Inventory shall be equal to Company’s Fully Burdened Cost of manufacturing, but not to exceed ***. Subject to the provision by Company to Licensee of reasonable documentation demonstrating such costs, such transfer price shall be paid by Licensee no later than *** after receipt Rule 24b-2 of the Existing InventorySecurities Exchange Act of 1934, as amended. (b) At Licensee’s Exelixis will [ * ] use Diligent Efforts to provide Sanofi-Aventis, upon request, Company shall, without with any further consideration, fully transfer, within a reasonable additional information or on-site support as may be required by Sanofi-Aventis and expeditious timeframe and its Affiliates in any event to be initiated within *** connection with the transfer of the Effective DateManufacturing Technology. Sanofi-Aventis shall reimburse Exelixis for any on-site support rendered at the Exelixis FTE Rate of per FTE-day, provided further Exelixis shall in no event be obliged to provide more than [ * ] FTE-day in total, unless the entirety of the commercial process for the Manufacture of the antibody component of IMMU-132 (i.e., “hRS7”) and all related processes and components, including all Information and Company Know-How used in, necessary for or related to such process, to a contract manufacturer designated by Licensee; provided that at Licensee’s request, Company shall transfer all documents and materials required for implementation of the Manufacture of IMMU-132 as soon as practicable, but no later than *** after the request by Licensee at any time following the Effective DateParties otherwise agree in writing. (c) Without limiting At any time during the foregoing, Company will ensure that each Facility is ready for Pre-Approval Inspection (PAI) within *** after the submission transfer of the BLAManufacturing Technology, Sanofi-Aventis may require to perform a technical audit of Exelixis’ or any Third Party’s facilities where the Products and their respective active pharmaceutical ingredient are Manufactured. During such audit, Sanofi Aventis shall have the right to review the batch records and any other relevant documentation related to the Manufacture of the Product, and Exelixis shall use its Diligent Efforts to facilitate such review. Should Exelixis’ agreement with the costs applicable Third Party vendor not permit or contemplate the possibility of mutually agreed maintenance or upgrades required at each Facility for such Facility to successfully complete PAI will be ***an audit, [ * ]. (d) After Licensee has notified Company that it is prepared For the purpose of this Section 7.4, the actual transfer to take over all manufacturing responsibility Sanofi-Aventis of the Manufacturing Technology with respect to a particular Product shall be deemed completed when [ * ]. (e) Sanofi-Aventis and/or its Third Party manufacturer shall use [ * ] transferred pursuant to Section 7.4(a) solely for Licensed Product, Company shall, to the extent it is legally able, assign, purpose of Manufacturing any Products for use by Exelixis or cause to be assigned, to Licensee all of Company’s and its Affiliates’ existing manufacturing, supply and storage agreements pertaining to any Licensed Products (the “Manufacturing Agreements”), but excluding the portion of any such agreements that relate to products that are not included in the licenses granted to Licensee hereunder. To the extent thatSanofi-Aventis under this Agreement, and for so long as, Company is unable no other purpose. (f) Sanofi-Aventis acknowledges and agrees that Exelixis may condition its agreement to effect the transfer of any Manufacturing Technology to a Third Party manufacturer on the execution of a confidentiality agreement between such assignments Third Party manufacturer and Exelixis that contains terms substantially equivalent to Licensee, Company shall take any and all actions necessary (including entering into any subcontracting, subleasing or sublicensing arrangements) to provide Licensee with the full benefits those of such Manufacturing Agreements with respect to Licensed ProductArticle 10 of this Agreement.

Transfer of Manufacturing Technology. (a) Promptly after the Effective Date, Company shall transfer to Licensee all then-existing and in-process inventory of IMMU-132 (totaling ***[ * ]) (“Existing Inventory”), including a copy of all supporting batch records, in-process and release testing, GMP certifications and other documentation as reasonably required by Licensee. Company hereby represents and warrants to Licensee that all Existing Inventory has been manufactured and stored in accordance with GMP and all Applicable Laws, and that it complies in all respects with applicable specifications, which will be provided to Licensee as soon as practicable after the Effective Date. Further, Company shall assign and transfer to Licensee any existing manufacturer’s warranty with respect to the Existing Inventory to the extent allowed under any applicable agreement. The transfer price for such Existing Inventory shall be equal to Company’s Fully Burdened Cost of manufacturing, but not to exceed ***[ * ]. Subject to the provision by Company to Licensee of reasonable documentation demonstrating such costs, such transfer price shall be paid by Licensee no later than **[ * ] after receipt of the Existing Inventory. (b) At Licensee’s request, Company shall, without any further consideration, fully transfer, within a reasonable and expeditious timeframe and in any event to be initiated within **[ * ] of the Effective Date, the entirety of the commercial process for the Manufacture of the antibody component of IMMU-132 (i.e., “hRS7”) and all related processes and components, including all Information and Company Know-How used in, necessary for or related to such process, to a contract manufacturer designated by Licensee; provided that at Licensee’s request, Company shall transfer all documents and materials required for implementation of the Manufacture of IMMU-132 as soon as practicable, but no later than **[ * ] after the request by Licensee at any time following the Effective Date. (c) Without limiting the foregoing, Company will ensure that each Facility is ready for Pre-Approval Inspection (PAI) within **[ * ] after the submission of the BLA, and the costs of mutually agreed maintenance or upgrades required at each Facility for such Facility to successfully complete PAI will be ***[ * ]. (d) After Licensee has notified Company that it is prepared to take over all manufacturing responsibility for Licensed Product, Company shall, to the extent it is legally able, assign, or cause to be assigned, to Licensee all of Company’s and its Affiliates’ existing manufacturing, supply and storage agreements pertaining to any Licensed Products (the “Manufacturing Agreements”), but excluding the portion of any such agreements that relate to products that are not included in the licenses granted to Licensee hereunder. To the extent that, and for so long as, Company is unable to effect such assignments to Licensee, Company shall take any and all actions necessary (including entering into any subcontracting, subleasing or sublicensing arrangements) to provide Licensee with the full benefits of such Manufacturing Agreements with respect to Licensed Product.

Transfer of Manufacturing Technology. (a) Promptly after From time to time Medivation shall disclose and transfer to Astellas or any of its Affiliates, Sublicensees or a Third Party [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. manufacturer designated by Astellas all Medivation Know-How and all Joint Know-How Controlled by Medivation or its Affiliate as of the Effective DateDate and during the Term (to the extent not previously transferred or disclosed to Astellas, Company its Affiliate, Sublicensee or Third Party manufacturer, as applicable) that is reasonably necessary or useful for Astellas or such Third Party manufacturer (as appropriate) to Manufacture the MDV3100 Product, including the Initial MDV3100 Product and any [*] MDV3100 Product. Medivation shall transfer provide such assistance and cooperation to Licensee all then-existing and in-process inventory of IMMU-132 (totaling ***Astellas or its designee(s) (“Existing Inventory”to permit Astellas or the designee(s), including as applicable, to be qualified by all required Regulatory Authorities as a copy manufacturer(s) of all supporting batch records, in-process and release testing, GMP certifications and other documentation as reasonably required by Licensee. Company hereby represents and warrants to Licensee that all Existing Inventory has been manufactured and stored in accordance with GMP and all Applicable Laws, and that it complies in all respects with applicable specifications, which will be provided to Licensee each Product as soon as practicable after the Effective Datepracticable. Further, Company Medivation shall assign and perform this technology transfer to Licensee any existing manufacturer’s warranty with respect to the Existing Inventory Initial MDV3100 Product reasonably in advance of Astellas’s assumption of operational responsibility for commercial supply therefor (or earlier if requested by Astellas), and shall perform this technology transfer with respect to each [*] MDV3100 Product reasonably in advance of [*] therefor (or earlier if requested by Astellas). In addition, Medivation shall perform or renew this technology transfer and qualification with respect to any Product at Astellas’s request, and from time to time to the extent allowed under any applicable agreement. The transfer price for such Existing Inventory shall be equal that Medivation acquires or develops new data, processes, know-how, or other Information relevant to Company’s Fully Burdened Cost of manufacturing, but not to exceed ***. Subject to the provision by Company to Licensee of reasonable documentation demonstrating such costs, such transfer price shall be paid by Licensee no later than *** after receipt of the Existing Inventory. (b) At Licensee’s request, Company shall, without any further consideration, fully transfer, within a reasonable and expeditious timeframe and in any event to be initiated within *** of the Effective Date, the entirety of the commercial process for the Manufacture of a Product. For the antibody component avoidance of IMMU-132 (i.e.doubt, “hRS7”) and all related processes and components, including all Information and Company Know-How used in, necessary for or related to such process, to a contract manufacturer designated by Licensee; provided that at Licensee’s request, Company shall transfer all documents and materials required for implementation of the Manufacture of IMMU-132 as soon as practicable, but no later than *** after the request by Licensee at any time following the Effective Date. (c) Without limiting the foregoing, Company will ensure that each Facility is ready for Pre-Approval Inspection (PAI) within *** after the submission of the BLA, and the costs of mutually agreed maintenance or upgrades required at each Facility for such Facility to successfully complete PAI will be ***. (d) After Licensee has notified Company that it is prepared to take over all manufacturing responsibility for Licensed Product, Company shall, to the extent it is legally able, assign, or cause to be assigned, to Licensee all of Company’s and its Affiliates’ existing manufacturing, supply and storage agreements pertaining to any Licensed Products (the “Manufacturing Agreements”), but excluding the portion of any such agreements that relate to products that are not included nothing in the licenses granted to Licensee hereunder. To the extent that, and for so long as, Company is unable to effect such assignments to Licensee, Company shall take any and all actions necessary (including entering into any subcontracting, subleasing or sublicensing arrangements) to provide Licensee with the full benefits of such Manufacturing Agreements this Section 7.10 with respect to Licensed ProductMedivation’s obligation to transfer manufacturing know-how to Astellas shall limit Medivation’s right to use any Manufacturing know-how pursuant to the sublicense granted to Medivation in Section 8.2 in order to fulfill Medivation’s obligations in accordance with the Joint Manufacturing Plan. The reasonable costs and expenses incurred by Medivation in accordance with the Joint Manufacturing Plan, including without limitation any internal personnel costs, in carrying out such transfer shall be shared as a Joint Development Cost. The Parties shall work together to effectuate the contemplated transfer as expeditiously and efficiently as reasonably possible and in a manner to meet the Development and Commercialization timelines in the Joint Manufacturing Plan.

Transfer of Manufacturing Technology. (a) Promptly [ * ] after the Effective DateTransfer Date for a given Product, Company Exelixis shall transfer disclose (and provide copies, as applicable) to Licensee all theneither Sanofi-existing Aventis or a Third Party manufacturer designated by Sanofi-Aventis [ * ] that is Controlled by Exelixis, required for the Manufacture of such Product and inis [ * ] to enable Sanofi-process inventory of IMMU-132 Aventis or such Third Party manufacturer (totaling ***as appropriate) (“Existing Inventory”)to Manufacture such Product, including a copy the Information described on Exhibit 7.3(a). The steps, planning and obligations of all supporting batch records, in-process the Parties regarding the transfer of the Manufacturing Technology for such Product (for both the active pharmaceutical ingredient and release testing, GMP certifications and other documentation the drug product as reasonably required by Licensee. Company hereby represents and warrants to Licensee that all Existing Inventory has been manufactured and stored in accordance with GMP and all Applicable Laws, and that it complies in all respects with applicable specifications, which the case may be) will be provided set forth in a “Technology Transfer Master Plan API” and a “Technology Transfer Master Plan Drug Product” respectively, to Licensee as soon as practicable after be executed between the Effective Date. Further, Company shall assign and transfer to Licensee any existing manufacturer’s warranty with respect to the Existing Inventory to the extent allowed under any applicable agreement. The transfer price for such Existing Inventory shall be equal to Company’s Fully Burdened Cost of manufacturing, but not to exceed ***. Subject to the provision by Company to Licensee of reasonable documentation demonstrating such costs, such transfer price shall be paid by Licensee no later than *** after receipt of the Existing InventoryParties. (b) At Licensee’s Upon request, Company shall, without Exelixis will [ * ] use Diligent Efforts to provide Sanofi-Aventis with any further consideration, fully transfer, within a reasonable additional information or on-site support as may be required by Sanofi-Aventis and expeditious timeframe and its Affiliates in any event to be initiated within *** connection with the transfer of the Effective DateManufacturing Technology. Sanofi-Aventis shall reimburse Exelixis for any on-site support rendered at the Exelixis FTE Rate per FTE-day of 8 hours, provided further Exelixis shall in no event be obliged to provide more than [ * ] FTE-days of 8 hours in total, unless the entirety of the commercial process for the Manufacture of the antibody component of IMMU-132 (i.e., “hRS7”) and all related processes and components, including all Information and Company Know-How used in, necessary for or related to such process, to a contract manufacturer designated by Licensee; provided that at Licensee’s request, Company shall transfer all documents and materials required for implementation of the Manufacture of IMMU-132 as soon as practicable, but no later than *** after the request by Licensee at any time following the Effective DateParties otherwise agree in writing. (c) Without limiting At any time during the foregoing, Company will ensure that each Facility is ready for Pre-Approval Inspection (PAI) within *** after the submission transfer of the BLAManufacturing Technology, Sanofi-Aventis may require to perform a technical audit of Exelixis’ or any Third Party’s facilities where the Products and their respective active pharmaceutical ingredient are Manufactured. During such audit, Sanofi Aventis shall have the right to review the batch records and any other relevant documentation related to the Manufacture of the Product, and Exelixis shall use its Diligent Efforts to facilitate such review. Should Exelixis’ agreement with the costs applicable Third Party vendor not permit or contemplate the possibility of mutually agreed maintenance or upgrades required at each Facility such an audit, [ * ] shall use [ * ] to [ * ] from the [ * ] the [ * ] for [ * ] to [ * ] such Facility to successfully complete PAI will be ***[ * ]. (d) After Licensee has notified Company that it is prepared For the purpose of this Section 7.4, the actual transfer to take over all manufacturing responsibility for Licensed Product, Company shall, to Sanofi-Aventis of the extent it is legally able, assign, or cause to be assigned, to Licensee all of Company’s and its Affiliates’ existing manufacturing, supply and storage agreements pertaining to any Licensed Products (the “Manufacturing Agreements”), but excluding the portion of any such agreements that relate to products that are not included in the licenses granted to Licensee hereunder. To the extent that, and for so long as, Company is unable to effect such assignments to Licensee, Company shall take any and all actions necessary (including entering into any subcontracting, subleasing or sublicensing arrangements) to provide Licensee with the full benefits of such Manufacturing Agreements Technology with respect to Licensed Producta particular Product shall be deemed completed when [ * ] as [ * ] in the [ * ] and the [ * ] shall [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Transfer of Manufacturing Technology. (a) Promptly [ * ] after the Effective DateTransfer Date for a given Product, Company Exelixis shall transfer disclose (and provide copies, as applicable) to Licensee all theneither Sanofi-existing and inAventis or a Third Party manufacturer designated by Sanofi-process inventory Aventis [ * ] that is Controlled by Exelixis, required for the Manufacture of IMMU-132 (totaling ***) (“Existing Inventory”)[ * ] = Certain confidential information contained in this document, including a copy of all supporting batch recordsmarked by brackets, in-process and release testing, GMP certifications and other documentation as reasonably required by Licensee. Company hereby represents and warrants to Licensee that all Existing Inventory has been manufactured omitted and stored in accordance filed separately with GMP the Securities and all Applicable LawsExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (a) The steps, planning and that it complies in all respects with applicable specifications, which obligations of the Parties regarding the transfer of the Manufacturing Technology for such Product (for both the active pharmaceutical ingredient and the drug product as the case may be) will be provided set forth in a “Technology Transfer Master Plan API” and a “Technology Transfer Master Plan Drug Product” respectively, to Licensee as soon as practicable after be executed between the Effective Date. Further, Company shall assign and transfer to Licensee any existing manufacturer’s warranty with respect to the Existing Inventory to the extent allowed under any applicable agreement. The transfer price for such Existing Inventory shall be equal to Company’s Fully Burdened Cost of manufacturing, but not to exceed ***. Subject to the provision by Company to Licensee of reasonable documentation demonstrating such costs, such transfer price shall be paid by Licensee no later than *** after receipt of the Existing InventoryParties. (b) At Licensee’s Upon request, Company shall, without Exelixis will [ * ] use Diligent Efforts to provide Sanofi-Aventis with any further consideration, fully transfer, within a reasonable additional information or on-site support as may be required by Sanofi-Aventis and expeditious timeframe and its Affiliates in any event to be initiated within *** connection with the transfer of the Effective DateManufacturing Technology. Sanofi-Aventis shall reimburse Exelixis for any on-site support rendered at the Exelixis FTE Rate per FTE-day of 8 hours, provided further Exelixis shall in no event be obliged to provide more than [ * ] FTE-days of 8 hours in total, unless the entirety of the commercial process for the Manufacture of the antibody component of IMMU-132 (i.e., “hRS7”) and all related processes and components, including all Information and Company Know-How used in, necessary for or related to such process, to a contract manufacturer designated by Licensee; provided that at Licensee’s request, Company shall transfer all documents and materials required for implementation of the Manufacture of IMMU-132 as soon as practicable, but no later than *** after the request by Licensee at any time following the Effective DateParties otherwise agree in writing. (c) Without limiting At any time during the foregoing, Company will ensure that each Facility is ready for Pre-Approval Inspection (PAI) within *** after the submission transfer of the BLAManufacturing Technology, Sanofi-Aventis may require to perform a technical audit of Exelixis’ or any Third Party’s facilities where the Products and their respective active pharmaceutical ingredient are Manufactured. During such audit, Sanofi Aventis shall have the right to review the batch records and any other relevant documentation related to the Manufacture of the Product, and Exelixis shall use its Diligent Efforts to facilitate such review. Should Exelixis’ agreement with the costs applicable Third Party vendor not permit or contemplate the possibility of mutually agreed maintenance or upgrades required at each Facility such an audit, [ * ] shall use [ * ] to [ * ] from the [ * ] the [ * ] for [ * ] to [ * ] such Facility to successfully complete PAI will be ***[ * ]. (d) After Licensee has notified Company that it is prepared For the purpose of this Section 7.4, the actual transfer to take over all manufacturing responsibility for Licensed Product, Company shall, to Sanofi-Aventis of the extent it is legally able, assign, or cause to be assigned, to Licensee all of Company’s and its Affiliates’ existing manufacturing, supply and storage agreements pertaining to any Licensed Products (the “Manufacturing Agreements”), but excluding the portion of any such agreements that relate to products that are not included in the licenses granted to Licensee hereunder. To the extent that, and for so long as, Company is unable to effect such assignments to Licensee, Company shall take any and all actions necessary (including entering into any subcontracting, subleasing or sublicensing arrangements) to provide Licensee with the full benefits of such Manufacturing Agreements Technology with respect to Licensed Producta particular Product shall be deemed completed when [ * ] as [ * ] in the [ * ] and the [ * ] shall [ * ].

Transfer of Manufacturing Technology. (a) Promptly after the Effective Date, Company shall transfer to Licensee all then-existing and in-process inventory of IMMU-132 (totaling [***]) (“Existing Inventory”), including a copy of all supporting batch records, in-process and release testing, GMP certifications and other documentation as reasonably required by Licensee. Company hereby represents and warrants to Licensee that all Existing Inventory has been manufactured and stored in accordance with GMP and all Applicable Laws, and that it complies in all respects with applicable specifications, which will be provided to Licensee as soon as practicable after the Effective Date. Further, Company shall assign and transfer to Licensee any existing manufacturer’s warranty with respect to the Existing Inventory to the extent allowed under any applicable agreement. The transfer price for such Existing Inventory shall be equal to Company’s Fully Burdened Cost of manufacturing, but not to exceed [***]. Subject to the provision by Company to Licensee of reasonable documentation demonstrating such costs, such transfer price shall be paid by Licensee no later than [*** ] after receipt of the Existing Inventory. (b) At Licensee’s request, Company shall, without any further consideration, fully transfer, within a reasonable and expeditious timeframe and in any event to be initiated within [*** ] of the Effective Date, the entirety of the commercial process for the Manufacture of the antibody component of IMMU-132 (i.e., “hRS7”) and all related processes and components, including all Information and Company Know-How used in, necessary for or related to such process, to a contract manufacturer designated by Licensee; provided that at Licensee’s request, Company shall transfer all documents and materials required for implementation of the Manufacture of IMMU-132 as soon as practicable, but no later than [*** ] after the request by Licensee at any time following the Effective Date. (c) Without limiting the foregoing, Company will ensure that each Facility is ready for Pre-Approval Inspection (PAI) within [*** ] after the submission of the BLA, and the costs of mutually agreed maintenance or upgrades required at each Facility for such Facility to successfully complete PAI will be [***]. (d) After Licensee has notified Company that it is prepared to take over all manufacturing responsibility for Licensed Product, Company shall, to the extent it is legally able, assign, or cause to be assigned, to Licensee all of Company’s and its Affiliates’ existing manufacturing, supply and storage agreements pertaining to any Licensed Products (the “Manufacturing Agreements”), but excluding the portion of any such agreements that relate to products that are not included in the licenses granted to Licensee hereunder. To the extent that, and for so long as, Company is unable to effect such assignments to Licensee, Company shall take any and all actions necessary (including entering into any subcontracting, subleasing or sublicensing arrangements) to provide Licensee with the full benefits of such Manufacturing Agreements with respect to Licensed Product.