Common use of SGI Preparation of ADCs Clause in Contracts

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.

SGI Preparation of ADCs. At the request of EOS during the Research Program Term, SGI will use reasonable commercial efforts to prepare ADC's ’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 ’s ADC preparation are set forth on SCHEDULE Schedule D. EOS shall pay SGI the amount set forth in SCHEDULE 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 ’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 ’s right to designate a replacement Antibody (and replacement Control Antibody, if applicable) is EOS's ’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 ’S PREPARED BY SGI INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.