The Transition Agreement will require the Opt-Out Party or its Affiliate to enter into a supply and quality agreement to supply or have supplied the applicable SGI Antibody or ACTR T-cells (as the case may be) in the Reversion Product to the Continuing Party until such time as the Continuing Party provides written notice to the Opt-Out Party of its decision, in its sole discretion, to cease permanently the Research, Development, and Commercialization of such Reversion Product. The cost to the Continuing Party for such supply will be the Manufacturing Costs plus a markup for the applicable SGI Antibody or ACTR T-cells (as the case may be) in the Reversion Product.
The Transition Agreement will requireNotwithstanding the terms of [clause (A) above], at any time after the first anniversary of the effective date of the Opt-Out Partys opt-out (whether under Section 3.1 or Section 3.2), the Opt-Out Party will have the right, in its sole discretion, to opt-out of the foregoing supply obligation upon written notice to the Continuing Party (the Supply Discontinuation Notice). In the event that the Opt-Out Party provides a Supply Discontinuation Notice to the Continuing Party, then # the Opt-Out Party will transfer reasonable quantities from the Opt-Out Partys inventory (if any) of the ACTR T-cells or its AffiliateSGI Antibodies (as applicable) to enter intothe Continuing Party at a supply and quality agreementprice equal to supply or have suppliedthe Manufacturing Costs plus a for the applicable SGI Antibody or ACTR T-cells (as the case may be) in the Reversion ProductProduct, and # the Continuing Party would have the right to effect and complete a technology transfer to itself or to an Affiliate or a Third Party manufacturer designated by the Continuing Party (and reasonably acceptable to the Opt-Out Party) in order to permit the Continuing Party or such Third Party to Manufacture the ACTR T-cells or SGI Antibodies (as applicable) for incorporation into such Reversion Product. In conducting any transfer of inventory and technology relating to an SGI Antibody, the Parties will take into consideration SGIs continuing need for such SGI Antibody to the extent such Antibody is used in an antibody-drug conjugate program. Such technology transfer will be at the Opt-Out Partys cost and expense and would include the Opt-Out Party # making available a copy of all Know-How within the Unum Background Technology and Unum Program IP or SGI Background Technology or SGI Program IP (as applicable) relating to the Manufacture of the ACTR T-cells or SGI Antibodies (as applicable), including copies or samples of relevant documentation, Materials and other embodiments of such Know-How, in each case that is necessary to Manufacture such ACTR T-cells or SGI Antibodies (as applicable) in accordance with the applicable specifications and # making available personnel to assist and advise in connection with such technology transfer at the expense of the Opt-Out Party, including, if necessary, providing reasonable training to the Continuing Party untilor its designated Third Party manufacturer and performing such timeother technology transfer services as are necessary to permit continuity in the manufacture and supply of the ACTR T-cells or SGI Antibodies (as applicable) provided that if the transfer is not completed within such period, then the Opt-Out Party will continue to provide such manufacturing services for up to an additional period. The Opt-Out Party will only be required to deliver such Know-How in its or its Affiliates or Third Party manufacturer(s) actual possession and will not be required to produce or create any additional Know-How. Following any such technology transfer, the Continuing Party provides written notice to(and its Third Party manufacturer(s), as applicable) will segregate such any such transferred Know-How from other Know-How within its organization while such Know-How remains Confidential Information of the Opt-Out Party of its decision, in its sole discretion, to cease permanently the Research, Development, and Commercialization of such Reversion Product. The cost to the Continuing Party for such supply will be the Manufacturing Costs plus a markup for the applicable SGI Antibody or ACTR T-cells (as the case may be) in the Reversion Product.Party.
Regulatory Materials. The Transition Agreement will require the Opt-Out Party or its Affiliate to enter into a supplytransfer and quality agreement to supply or have supplied the applicable SGI Antibody or ACTR T-cells (as the case may be) in the Reversion Productassign to the Continuing Party until such time asall Regulatory Materials and Regulatory Approvals solely relating to the Continuing Party provides written notice toReversion Product that are owned or controlled by the Opt-Out Party or its Affiliates (other than Regulatory Materials and Regulatory Approvals for the Manufacture of its decision, in its sole discretion,the ACTR T-cells or the SGI Antibodies, as applicable, which will be retained by ACTR or SGI, respectively). The Transition Agreement will contain terms governing the coordination or transition of the Parties ongoing regulatory responsibilities with respect to cease permanently the Research, Development, and Commercialization of such Reversion Product. The cost to the Continuing Party for such supply will be the Manufacturing Costs plus a markup for the applicable SGI Antibody or ACTR T-cells (as the case may be) in the Reversion Product.
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