SGI Preparation of ADCs Sample Clauses

The 'SGI Preparation of ADCs' clause outlines the responsibilities and procedures for SGI in preparing antibody-drug conjugates (ADCs) as part of a collaborative project or agreement. This clause typically details the standards, timelines, and quality controls SGI must follow when manufacturing or assembling ADCs, and may specify requirements for documentation, testing, and delivery to the partner. Its core function is to ensure that ADCs are prepared consistently and reliably, minimizing risks related to quality or supply and clarifying each party's expectations in the production process.
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SGI Preparation of ADCs. At the request and expense of Genmab during the Program Support Term, SGI will prepare mutually agreed upon quantities of ADCs containing Drug Conjugation Materials using Antibodies supplied by Genmab to SGI, and shall deliver the resulting ADCs to Genmab.
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SGI Preparation of ADCs. At the request of EOS during the Research Program Term, SGI will use reasonable commercial efforts to prepare ADC's for (i) Antibodies provided by EOS recognizing [***]and (ii) up to [***] antibody [***] ---------- [***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ("[***] ANTIBODY") per ADC being prepared; provided that the Antibody(ies) [***] Antibody(ies) are provided to SGI at the same time; and provided further that SGI may decline to prepare [***]. The terms and conditions applicable to SGI's ADC preparation are set forth on SCHEDULE D. EOS shall pay SGI the amount set forth in SCHEDULE D within thirty (30) days of receipt of an invoice from SGI for such amounts. The Parties acknowledge and agree that SGI will prepare at least the [***]. If SGI is unable to prepare an ADC within [***] months following EOS's delivery of the required quantity of Antibody material (and if applicable, Control Antibody material), EOS will have the option to designate a replacement Antibody to the same Research Antigen (including a replacement Control Antibody, if applicable) at any time during the Research Program Term and SGI will use reasonable commercial efforts to prepare an ADC for such replacement Antibody (and replacement Control Antibody, if applicable) for no additional charge. EOS's right to designate a replacement Antibody (and replacement Control Antibody, if applicable) is EOS's sole and exclusive remedy for any failure by SGI to prepare any ADC contemplated by this Section 3.5. EXCEPT AS MAY BE OTHERWISE PROVIDED IN ARTICLE ▇▇, ▇▇▇ MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, REGARDING THE ADC'S PREPARED BY SGI INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
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SGI Preparation of ADCs. [***]. In order to identify the Second Exclusive Antigen during the Research Program Term, SGI will prepare mutually agreed upon research quantities of ADCs using the Drug Conjugation Materials for up to [***] targeted to up to [***] supplied by Licensee to SGI.
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SGI Preparation of ADCs. SGI will prepare, in accordance with the procedures set forth in the Research Plan, such research quantities of ADCs as may be reasonably requested by Licensee using Antibodies supplied by Licensee to SGI and Drug Conjugation Materials manufactured by SGI, or by or on behalf of Licensee, and shall deliver the resulting ADCs to Licensee in accordance with the reasonable timelines requested by Licensee (or as otherwise set forth in the Research Plan). SGI will also provide Licensee, in accordance with Article 4 and the Research Plan, with [*]. All such Drug Conjugation Materials provided by SGI to Licensee hereunder will be deemed Confidential Information of SGI pursuant to Article 8.
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SGI Preparation of ADCs. 3.5.1 During the Research Program Term, at the request of Celltech and utilizing SGI Technology specifically designated in writing by Celltech, SGI will use Commercially Reasonable Efforts to prepare and deliver to Celltech ADC’s for (i) any and all Antibodies provided by Celltech recognizing Research Antigens designated by Celltech under this Agreementand (ii) [***]; provided that SGI may decline to prepare an ADC for a [***] to an Antigen based on the availability of the [***] pursuant to Section 2.3(i) and (ii); and provided further that Celltech shall not be permitted to designate as a Research Antigen any [***] for which SGI prepares an ADC pursuant to this Section 3.5.1.
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SGI Preparation of ADCs. The Parties acknowledge that SGI and Licensee have [***]. In order to identify the lead candidate for the First Exclusive Antigen and to identify the Second Exclusive Antigen during the Research Program Term, SGI will prepare and deliver to Licensee mutually agreed upon research quantities of ADCs using the Drug Conjugation Materials that are available to SGI targeted to the First Exclusive Antigen and to [***].
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SGI Preparation of ADCs. SGI will use reasonable commercial efforts to prepare ADCs using Antibodies supplied by Licensee to SGI which shall meet and satisfy [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. specifications mutually agreed upon by SGI and Licensee, and shall deliver the resulting ADCs to Licensee in accordance with the Research Plan.
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SGI Preparation of ADCs. At the request of GNE during the Research Program Term, SGI will prepare ADCs in accordance with the Research Plan and Budget. The Parties agree that any [***] provided to SGI by GNE and any ADCs created by SGI using such [***] are Genentech Confidential Information in accordance with Article 9. As such, without limiting the generality of the restrictions set forth in Article ▇, ▇▇▇ shall not use, or disclose or transfer to any Third Party, such [***] or ADCs for any purpose other than as specifically contemplated by this Agreement. [***]. EXCEPT AS MAY BE OTHERWISE PROVIDED IN ARTICLE ▇▇, ▇▇▇ MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, REGARDING THE ADCs PREPARED BY SGI INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
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Related to SGI Preparation of ADCs

  • Preparation of Agreement The parties acknowledge that they have sought and obtained whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to herein expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

  • Joint Preparation The preparation of this Agreement has been a joint effort of the parties and the resulting documents shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

  • CESSATION OF ADVANCES If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good ▇▇▇▇▇ ▇▇▇▇▇ itself insecure, even though no Event of Default shall have occurred.

  • Costs of negotiation, preparation etc The Borrowers shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document.

  • Preparation of Filings (a) Each party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.