Inspection by Sanofi. IMDZ agrees that Sanofi and its agents (so long as such agents have entered into binding confidentiality agreements with Sanofi for the benefit of IMDZ providing for obligations ***) shall have the right, as required by Applicable Law or otherwise, upon reasonable prior notice to IMDZ and during normal business hours, to inspect the facility Manufacturing *** (provided that Sanofi shall not be able to exercise such inspection right more than *** in any *** period at the same facility unless a material Manufacturing issue related to such facility has been identified and remains unresolved) including inspection of (a) input materials, (b) the holding facilities for ***, (c) the equipment used in the Manufacture of ***, and (d) *** relating to such Manufacturing and the facility (to the extent they relate to the Licensed Product or any component or intermediate thereof). Following such audit, Sanofi shall discuss its observations and conclusions with IMDZ and IMDZ shall use commercially reasonable efforts to *** after notification thereof by Sanofi or such longer period as may be agreed by the Parties.
Appears in 2 contracts
Sources: License Agreement, License Agreement (Immune Design Corp.)