Permitted CMO definition
Examples of Permitted CMO in a sentence
For avoidance of doubt, if Company (itself, or through a third party, Affiliate, or Sublicensee) [*] (excluding any [*], but including any [*]) [*], such [*] shall [*], and the Permitted CMO restrictions set forth herein shall [*].
If, at any time, Company desires to add a new Third Party commercial manufacturer to the Permitted CMO Schedule, it shall notify Amgen in writing (a “Permitted CMO Request”), and Amgen shall have the right, for [*] after receipt of such Permitted CMO Request, to inspect, at a reasonable time and on a reasonable basis (at Amgen’s cost), such manufacturer’s facilities to confirm its ability to fully comply with the restrictive provisions set forth in this Section 2.4.
Upon Amgen’s reasonable request, Company shall provide to Amgen a copy of any such Permitted CMO Agreement (including any material amendment thereto) executed by Company; provided that the financial terms (and any [*] = 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 406 of the Securities Act of 1933, as amended.
Novartis hereby covenants that neither Novartis nor its Affiliates shall bring any action against BMT or ▇▇▇▇▇ & Nephew, or their respective Affiliates, or their respective successors or permitted assigns, or any Permitted CMO, in each case, claiming that the manufacture of Product utilizing the Process for use in the Permitted Field infringes any Intellectual Property Right of Novartis or its Affiliates.
As used herein, the “Cell Banks” include the original Cell Banks transferred to BMT or its designee hereunder as well as any [***] thereof, developed by or on behalf of BMT or its Affiliates, or their respective successors or permitted assigns, or any Permitted CMO or other Third Party after the Execution Date (collectively, “Recipient”).
Hence, BMT shall not disclose any such Confidential Information to any Third Party, including BMT’s Permitted CMO of the Product, unless the disclosure is necessary to achieve Technology Transfer of the Process pursuant to this Agreement and permitted pursuant to Section 8.2. Subject to Section 8.2 and confidentiality restrictions no less restrictive than those contained herein binding on ▇▇▇▇▇ & Nephew and its Affiliates, BMT may disclose such Confidential Information to ▇▇▇▇▇ & Nephew and its Affiliates.
Any Permitted CMO or other Third Party receiving Confidential Information of Novartis must agree in writing to treat all Confidential Information as confidential, under terms no less restrictive than those in Section 8.2 and the Supply Agreement.
Notwithstanding anything else herein to the contrary, BMT shall ensure that the use of the Transferred Technology, including the Product BLA and the data included or referenced therein, by BMT and its Affiliates, and their respective successors and permitted assigns, and any Permitted CMO or other Third Party agent or representative of BMT or any such Person, shall, in each case, be limited to the Permitted Field.
For clarity, it is acknowledged and agreed that ▇▇▇▇▇ & Nephew may purchase Product from BMT and/or directly from a Permitted CMO for use in the ▇▇▇▇▇ & Nephew Field.