Manufacturing Transition Sample Clauses

Manufacturing Transition. As soon as practicable after the termination of this Agreement, Supplier shall also provide Purchaser with technical assistance reasonably requested by Purchaser to transition manufacturing of Licensed Adjuvants to Purchaser (or to Third Party manufacturers designated by Purchaser) including, without limitation, (A) making arrangements for Purchaser or its designee to observe Supplier’s existing manufacturing and testing processes, (B) making appropriate personnel available to Purchaser at reasonable times and places upon reasonable notice for the purpose of assisting Purchaser to understand and use the know-how described in this Section 6.3 to establish fully functional and cGMP compliant production facilities for the manufacture of Licensed Adjuvants, and (C) transitioning to Purchaser relationships with any Third Party supplier, vendors and contractors, to the extent such relationships are necessary or useful for the manufacture of Licensed Adjuvants, including the assignment to Purchaser, if legally possible, of contracts between Supplier and such Third Party supplier, vendors and contractors; provided, however, that Supplier shall not be obliged transfer or assign any relationships with Third Party supplier, vendors and contractors for commodity services or products generally available on the market.
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Manufacturing Transition. (I) Upon Amgen providing a written notice to ViaCell of Amgen exercising its rights to assume the rights and obligations of the Manufacturing Lead pursuant to Section 7.2(f) or 4.6 with respect to a Collaboration Product (a "Manufacturing Transition Notice"), ViaCell shall promptly provide to Amgen all information, Materials and ViaCell Know-How as may be useful or necessary to facilitate Amgen's manufacture of that Collaboration Product. (II) Upon delivering a Manufacturing Transition Notice to ViaCell, the JSC shall no longer have any rights or obligations with respect to the Collaboration Product that is the subject of such manufacturing Transition Notice, and Amgen shall have sole decision making authority with respect to all aspects of such Collaboration Product, including the Development, manufacturing and Commercialization of such Collaboration Product, without any obligation to discuss information with or disclose information to ViaCell (other than information relating to Operating Profit or Loss for such Collaboration Product, including without limitation the information described in Section 9.2 hereof), [**]. (III) ViaCell and Amgen shall [**].
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Manufacturing Transition. The Parties acknowledge that Endocyte may be required to engage additional Third Parties during the Term to Manufacture the Compound and/or Product (each, a “CMO”) in order to meet global commercial demand for such Compound and/or Product. If Endocyte notifies ABX that it desires to engage any CMO to Manufacture the Compound and/or Product, or if at any time it becomes known to the Parties that ABX will cease to be the Manufacturer of the Compound or Product for any reason, including termination of the Supply Agreement in accordance with the terms thereof, then as far in advance of such engagement or cessation as may be reasonably requested by Endocyte, the Parties shall cooperate to enable each such CMO or Endocyte, as applicable, to assume all or a portion of the Manufacturing, directly or through a Third Party (in either case, a “Successor Manufacturer”), of the Compound and, if applicable, the Product. In such case, ABX shall cooperate fully and in good faith to enable the Successor Manufacturer to assume all or a portion of the Manufacturing of the Compound and, if applicable, the Product, including: (a) disclosing and teaching all Manufacturing procedures and processes included in the Licensed Know-How; (b) making its employees and consultants available as reasonably required to enable the Successor Manufacturer to replicate the process utilized by ABX to Manufacture the Compound and Product and to ensure an orderly transition or replication, as applicable, of ABX’s Manufacturing technology; and (c) facilitating business relationships between the Successor Manufacturer and ABX’s suppliers, vendors and service providers. ABX shall provide the foregoing cooperation and assistance at no charge to Endocyte or the Successor Manufacturer; provided, however, that Endocyte shall reimburse ABX for its reasonable out-of-pocket costs and expenses up to a maximum of $[*] per Successor Manufacturer.
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Manufacturing Transition. As soon as practicable following the Effective Date, the Parties shall meet to develop a detailed plan regarding the transition of manufacturing responsibilities from Celltech to Pharmacia. The Parties shall use all reasonable and diligent efforts to cooperate with each other to ensure a smooth transition of manufacturing to Pharmacia. *.
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Manufacturing Transition. Consistent with the agreement referenced in Section 3.01(a)(ix) to be entered into between Pillsbury and Seller, Seller agrees that it will cease manufacturing any of the Harvest Burger Products under the Green Giant label as soon as Buyer provides to Seller the new packaging materials for the Harvest Burger Products. Seller agrees to use its best efforts to ensure an orderly transition of the manufacture of the Harvest Burger Products for Pillsbury to Buyer as soon as is reasonably practicable. Seller acknowledges and agrees that Buyer shall have no obligations relating to any of the Inventory or any Harvest Burger Products that were manufactured by Seller for Pillsbury. Seller agrees to promptly notify Pillsbury at such time as Buyer delivers new packaging materials for the Harvest Burger Products and advise Pillsbury that, following such date, Seller shall no longer supply Products to Pillsbury.
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Manufacturing Transition 
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Related to Manufacturing Transition

  • Manufacturing Technology Transfer Except as provided in Section 4.3(f)(iii)(1) and Section 6.10, with respect to any Collaboration Product (or LGC Reserved Product, if applicable) for which LGC (or its Affiliate) performed CMC Development or CMC Manufacturing, if (a) Cue does not elect for LGC to perform CMC Step 2, CMC Step 3, or CMC Step 4 (or with respect to LGC Reserved Products, upon completion of CMC Step 1), or (b) upon failure of the Parties to reach agreement with respect to a Clinical Supply Agreement or a Commercial Supply Agreement or (c) [***] under this Agreement and does not cure such breach within [***] days (provided, that if such breach is not reasonably capable of cure within such [***] day period, then such cure period shall be automatically extended for an additional [***] day period as long as LGC continues to use diligent efforts to cure such breach in accordance with a reasonable cure plan and if such breach is not reasonably capable of cure within such combined [***] day period, then Cue shall reasonably consider consenting to any extension of such cure period as long as LGC continues to use diligent efforts to cure such breach in accordance with a reasonable cure plan), as applicable, then, in each case upon the written request of Cue, LGC shall use Commercially Reasonable Efforts to make a technology transfer to an Approved CMO the Manufacturing processes (including materials and such other information) but solely as is necessary to enable the Manufacture of such Collaboration Product (including the Collaboration Compound therein) (or LGC Reserved Product, including the LGC Reserved Compound therein, if applicable) by such Approved CMO to comparable biochemical structure, quality and purity as that Manufactured by LGC or its Affiliate or CMO, provided that neither Cue, LGC or any Third Party shall perform such a technology transfer to any CMO [***] without LGC’s consent, not to be unreasonably withheld, conditioned or delayed if LGC has approved the CMO to manufacture Collaboration Products (or LGC Reserved Products, if applicable). LGC shall conduct such technology transfer as soon as reasonably practicable after receiving such written notice, using good faith efforts to support supply needed to achieve timelines in the Cue Territory Development Plan (or Cue’s development plan for LGC Reserved Products, if applicable) or Cue Territory Commercialization Plan, as applicable. LGC shall conduct the first technology transfer for each Collaboration Product (or LGC Reserved Products, if applicable) [***] (provided that [***]) for a period of up to [***] months from the date Cue or its designee has provided notice it is ready to receive the technology transfer, provided, that such [***] month period [***]. After the expiration of the initial such [***] month period for a Collaboration Product (or LGC Reserved Products, if applicable), if required to complete the technology transfer to enable the Manufacture of such Collaboration Product (including the Collaboration Compound therein) (or LGC Reserved Product, including the LGC Reserved Compound therein, if applicable) by such Approved CMO to comparable biochemical structure, quality and purity as that Manufactured by LGC, LGC shall continue to provide support to Cue for up to an additional [***] period for up to [***] hours at the FTE Rate and thereafter at [***]. Thereafter, LGC will also provide [***] for such Collaboration Product (or LGC Reserved Products, if applicable). Neither Cue nor its Affiliates or Cue Collaborators shall reverse engineer any materials provided hereunder by LGC. Notwithstanding anything in this Agreement to the contrary, LGC’s CMC information may only be shared with an Approved CMO.

  • Manufacturing Rights (a) If QED fails to supply Product ordered by ViewRay in accordance with the terms of this Agreement regarding the quantity or quality of Products supplied to ViewRay, then QED shall within fifteen (15) Business Days of said failure present ViewRay with a plan to remedy the problem and shall use Commercially Reasonable Efforts to execute such plan and remedy the problem or QED shall secure an alternative source of supply within a reasonable time at no additional cost to ViewRay. Any such alternative source of supply shall be on terms substantially identical with the terms of this Agreement. If QED is unable to provide a plan to remedy the problem or secure an alternative source of supply within [***] after its initial failure to supply, then QED shall consult with ViewRay and the parties shall work together to remedy the problem. If QED is unable to remedy the supply problem after [***] (or longer as agreed in writing by the parties), commencing with the date upon which such failure to supply began, then ViewRay may at its option, and upon notice to QED, manufacture the Products itself or through a third party in accordance with the provisions of Section 3.10(b). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) If ViewRay notifies QED pursuant to Section 3.10(a), above, that ViewRay will manufacture the Products itself or through a third party, QED shall (i) deliver to ViewRay within thirty (30) days media embodying or disclosing all Program technology and Program proprietary or intellectual property rights necessary to enable ViewRay or its designee to manufacture Products conforming with the Specifications; and (ii) provide ViewRay or its designee, upon request, with reasonable assistance in establishing a back-up manufacturing line. ViewRay shall require any third party ViewRay designates to manufacture Products pursuant to this Section 3.10, to agree in writing to observe the terms of this Agreement relating to confidentiality and the manufacture of Products. Notwithstanding any provision of this Section 3.10 to the contrary, in no case shall QED be required to pay ViewRay in respect of any Products purchased by ViewRay from a third party operating a back-up manufacturing line established pursuant to this Section 3.10 or manufactured by ViewRay or its Affiliates pursuant to this Section 3.10.

  • Manufacturing and Supply (a) Depomed shall supply Product for use in conducting Depomed’s development activities for Product in the Field and in the Territory as set forth in Exhibit D. (b) During the four-year period beginning on the Effective Date (the “Supply Period”), Depomed shall supply and package (or have supplied and packaged) Product pursuant to this Section 4.8. Depomed will use commercially reasonable efforts to enter into a long-term Product supply agreement with [***] days after the Effective Date (the “Depomed Supply Agreement”) that will be freely assignable to Solvay or its Affiliates, successors or assigns at any time. In addition, Depomed and Solvay will negotiate and enter into a Product supply agreement with business terms substantially similar to the Depomed Supply Agreement concurrently with the execution and delivery by Depomed and [***] of the Depomed Supply Agreement (the “Solvay Supply Agreement”, and, together with the Depomed Supply Agreement, the “Supply Agreements”). The Supply Agreements will, together, contain the following provisions (among others mutually agreeable to the Parties): (i) Under the Solvay Supply Agreement, Depomed will agree to supply Solvay with its requirements of finished, packaged Product during the Supply Period; (ii) All manufacturing and records will be performed and maintained in accordance with specifications, cGMP and Applicable Law; (iii) Depomed will provide reasonable assistance to Solvay in the event Solvay wishes to qualify a backup Product manufacturer; (iv) Depomed shall [***]; (v) Solvay will pay Depomed the following amounts in connection with all activities performed by or on behalf of Depomed associated with Product manufacture and supply (other than activities specified on Exhibit D) (A) [***]% of Depomed’s out-of-pocket costs incurred in connection with such manufacture and supply of Product to Solvay, and (B) a labor charge equal to the FTE Charges for all Depomed employees allocated to the manufacture and supply of Product to Solvay, not to exceed FTE Charges for an aggregate of [***] during any given calendar quarter (and Depomed shall provide to Solvay periodic reports detailing the FTE Charges for which Solvay must pay Depomed hereunder);

  • Manufacturing Services Jabil will manufacture the Product in accordance with the Specifications and any applicable Build Schedules. Jabil will reply to each proposed Build Schedule that is submitted in accordance with the terms of this Agreement by notifying Company of its acceptance or rejection within three (3) business days of receipt of any proposed Build Schedule. In the event of Jabil’s rejection of a proposed Build Schedule, Jabil’s notice of rejection will specify the basis for such rejection. When requested by Company, and subject to appropriate fee and cost adjustments, Jabil will provide Additional Services for existing or future Product manufactured by Jabil. Company shall be solely responsible for the sufficiency and adequacy of the Specifications [***].

  • Manufacturing License Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license under the Theravance Patents and Theravance Know-How to make and have made API Compound or formulated Alliance Product in the Territory.