Common use of Requested CMO Clause in Contracts

Requested CMO. If Metagenomi is, at any point during the Metagenomi Supply Term, Manufacturing any MG Manufactured Components without engaging a CMO, then Ionis may, upon written notice to Metagenomi, require Metagenomi to engage a CMO mutually agreeable to the Parties to conduct Manufacturing under this Agreement (such CMO, the “Requested CMO”). Within [***] of Metagenomi’s receipt of such notice requesting Metagenomi engage a Requested CMO, Metagenomi will in good faith negotiate and enter into a written agreement with such Requested CMO for the purposes of Manufacturing the MG Manufactured Components (such agreement, the “Requested CMO Contract”) and conduct a transfer of the Manufacturing Know-How to such Requested CMO and otherwise facilitate implementation of such Manufacturing Know-How, in each case, in a manner consistent with Metagenomi’s rights and obligations with respect to the Manufacturing Technology Transfer described in Section 8.5 (Manufacturing After the Metagenomi Supply Term). Metagenomi will ensure that the Requested CMO Contract is expressly and freely assignable to and assumable by Ionis without the consent of the Requested CMO. Metagenomi will provide a draft of the Requested CMO Contract to Ionis prior to executing such Requested CMO Contract for review and comment and will incorporate Ionis’ reasonable comments. If Metagenomi does not engage the Requested CMO within [***] of its receipt of notice requiring the engagement of such Requested CMO, then Ionis may terminate the Metagenomi Supply Term and assume all Manufacturing responsibilities for the MG Manufactured Components.