3PL Services and Related ICS Obligations Sample Clauses


3PL Services and Related ICS Obligations 3.1 3PL Services; Statement of Work. ICS shall provide certain third party logistics services with respect to the Product (“3PL Services”). The specific nature of such 3PL Services, and any additional terms and conditions applicable to such 3PL Services, shall be set forth in writing (each such writing a “Statement of Work”). The initial Statement of Work that has been agreed upon by the parties is attached hereto as Exhibit B. Any changes to the initial Statements of Work or any new Statement of Work must be in writing and approved by both parties, and thereafter shall be considered an addendum to this Agreement. All services performed under any Statement of Work shall be subject to all the terms and conditions set forth herein.3.2 Standard Operating Procedures. ICS shall conduct all activities under this Agreement in accordance with all Standard Operating Procedures (“SOPs”) applicable to such activities, as established and approved in writing by the parties from time to time. Any SOPs specific to Dyax will be discussed and agreed upon by the parties and material changes will be implemented by ICS only at Dyax’s direction. Notwithstanding anything to the contrary contained in this Agreement or elsewhere, during the Term of this Agreement, Dyax shall be permitted, upon its reasonable request, to review all such SOPs at the ICS facility. The SOPs are confidential and proprietary to ICS and shall not be disclosed by Dyax to any third party without the consent of ICS. Upon termination of this Agreement, any SOPs in Dyax’s possession will be returned to ICS or (at ICS’s election) destroyed by Dyax with certification of destruction.3.3 No Subcontracting or Subdistribution. All obligations and services to be performed by ICS under this Agreement shall be solely performed by ICS and ICS shall not outsource or subcontract any of its obligations hereunder without Dyax’s prior written consent, except to an Affiliate of ICS.3.4 Applicable Laws and Regulations. ICS shall conduct all activities under this Agreement in compliance with all Applicable Laws, including federal and state pharmacy, wholesaler and pedigree laws, federal and state laws protecting the privacy of patient medical information (including HIPAA if applicable), laws relating to the disposal of pharmaceutical products and hazardous wastes, and all applicable professional and industry standards and good business practices. If Dyax reasonably determines that ICS has conducted activities under this ...