Additional CMO Terms Sample Clauses
Additional CMO Terms. For clarity, except as set forth in Section 15.3, in no event shall SutroVax, its Affiliates or Sublicensees have the right to access to any processes, documents, and materials or other Know-How owned or controlled by Sutro that relate to the manufacture or supply of Extracts (including, but not limited to, Know-How regarding the generation and/or use of strains from which Extract is produced) (collectively, “Sutro Core Know-How”), whether directly from Sutro or its Affiliates or through a CMO or otherwise, and SutroVax, its Affiliates and Sublicensees shall not require, request or solicit any CMO to deliver any Sutro Core Know-How to SutroVax, its Affiliates and/or its Sublicensees, and no agreement between any CMO and Sutro, its Affiliates and Subsidiaries shall contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-How. Without limiting the foregoing, in the event any item of Sutro Core Know-How is delivered to SutroVax, its Affiliates and/or its Sublicensees (except as set forth in Section 15.3), SutroVax, its Affiliates and Sublicensees shall immediately return such item to Sutro. Notwithstanding the foregoing, to the extent SutroVax or its Sublicensee is required by a regulatory authority (or applicable law) in the United States, Europe or Japan to confidentially disclose, as part of the applicable regulatory filings with respect to a Vaccine Composition, any Sutro Core Know-How (for clarity, excluding any tangible embodiments of such Sutro Core Know-How other than information and documentation), Sutro shall, upon SutroVax’s written request, confidentially disclose such Sutro Core Know-How as part of the applicable regulatory filings, subject to the payment obligations set forth in Section 5.4 of this Agreement.
