Manufacturing Responsibility. Licensee will be responsible for the manufacturing of the Licensed Compound and Licensed Product for use by Licensee, its Affiliates, and its sublicensees in the Field in the Territory.

Manufacturing. Notwithstanding that Axsome’s grant of the license to Licensee under Section 2.1 is not conditioned on Licensee electing to have Axsome manufacture Licensed Product for Licensee, Licensee shall have the option to have Axsome Manufacture or have Manufactured the Licensed Compound and any Licensed Products for use by Licensee. If Licensee makes such election it shall notify Axsome immediately after the Effective Date and thereafter the Parties, within thirty (30) days after the Effective Date, shall negotiate and enter into such supply agreement that contains the terms in the manufacturing term sheet attached hereto as [Schedule 3.6] the together with other material and non-material terms typically included in agreements of such type and scope (the “Supply Agreement”). In the event Licensee exercises such option and the Parties enter into the Supply Agreement, Licensee shall purchase from Axsome all requirements of any such Licensed Products at the price set forth therein.

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 Parties shall negotiate in good faith the terms of, and shall seek to enter into, separate clinical and commercial manufacturing agreements, and/or amendments to existing manufacturing agreements, under which WuXi would manufacture and supply Licensed Products for Arcus in the Territory (the “Manufacturing Agreements”). The Parties intend to enter into such Manufacturing Agreements # no later than ​ prior to the Initiation of Phase I Clinical Studies for the first Licensed Product (for the clinical manufacturing agreement) and # no later than ​ prior to the anticipated date of Regulatory Approval of the first Licensed Product (for the commercial manufacturing agreement).

Manufacturing. Arcus shall use Commercially Reasonable Efforts to manufacture or otherwise obtain supply of the requirements of formulated, packaged and labeled Patented Products in connection with its Development and Commercialization obligations hereunder, in accordance with all Applicable Laws, GMP (as applicable) and this Agreement.

Responsibility. Subject to Section 9.8(a), Unum has the sole responsibility for the Manufacture of ACTR T-cells in the Territory. Unum will use commercially reasonable efforts to invest in and develop sufficient manufacturing capacity to meet a binding rolling forecast for production of ACTR T-cells set by a process to be agreed by the Parties in a manner that is reasonably cost efficient and reasonably competitive with Third Party comparable cell processing services.

Responsibility. Subject to [Section 9.8(b), SGI] has the sole responsibility for the Manufacture of SGI Antibodies in the Territory.

Sublicensee Manufacturing Rights. The Manufacturing Agreements shall permit Arcus’ sublicensees to place orders for such Licensed Products on the same terms and conditions applicable to Arcus; provided that # prior to expiration of Manufacturing Exclusivity Period, each Arcus sublicensee shall be free to manufacture up to ​ percent (​) of their requirements for Licensed Products drug substance (or any components thereof) utilizing their own manufacturing resources, subject to an increase in the base royalty rate by ​ percent (​) if such sublicensee is itself manufacturing Licensed Product drug substance and # beginning on the earlier of # the ​ anniversary of the effective date of the respective sublicense agreement and # the expiration of the Manufacturing Exclusivity Period, Arcus’s sublicensees shall be free to manufacture all or any portion of their requirements for Licensed Products drug substance using their own manufacturing resources (subject to an increase in the base royalty rate by ​ percent (​) if such sublicensee is manufacturing Licensed Product drug substance) or any Third Party manufacturer (subject to an increase in the base royalty rate by ​ percent (​) if a Third Party manufacturer is manufacturing Licensed Product drug substance).”

Transitional Manufacturing Period. For a period of no less than six (6) months following the date of this Agreement, and continuing for so long as the Parties mutually agree in good faith thereafter, Assignor shall, at the request of the Assignee, manufacture the Subject IP for Assignee pursuant to the applicable terms and conditions of the Original Distribution Agreement, with the price per gallon of INFINIGUARD to be ​, and # no territorial restrictions as to where the Assignee may sell INFINIGUARD..

Manufacturing and Supply. Denali shall be responsible for manufacturing Licensed Products for clinical use and commercial sale, using due care and commercially sound approaches.