By ImClone Sample Clauses

By ImClone. In the event of the termination of this Agreement pursuant to Sections 14.2, 14.3, or 14.4 and to the extent that the Final Product, any procedure in the manufacture thereof, any API or other component used for formulation of Final Product, any fill/finish or packaging, or any QC/QA or release activities is, at the time of such termination, manufactured, performed or conducted by ImClone or any of its Affiliates with respect to Japan (or by Third Parties contracted to do so by or on behalf of ImClone or any of its Affiliates) (collectively, “ImClone Manufactured Components”), then, notwithstanding any provision to the contrary under the Existing Agreements, ImClone shall use commercially reasonable efforts to manufacture and supply, perform or conduct same to or for the benefit of Merck/MJ and BMS/BMKK with such ImClone Manufactured Components, solely for Development and Commercialization purposes in Japan of Cetuximab and Final Product (as may required by Confidential Treatment has been requested by ImClone Systems Incorporated for portions of this document. BMS/BMKK and Merck/MJ for the Japan market during such period), for a period of not more than [**] months post-termination, at a price equal to the sum of (i) [**] of ImClone’s Fully Burdened Manufacturing Costs, plus (ii) any [**] that are fairly and reasonably allocable to the manufacture by it, its Affiliates or contractors of Final Product, API or any component of the foregoing and supplied by it under this Section 8.8 for use or Commercialization in Japan on or after such termination date (other than Third Party Payments to the extent that the same would otherwise fall within ImClone’s indemnification obligations under Section 13.1 or within an exclusion for which ImClone is responsible under any of Sections 13.2(a)-(h)); provided, that, subject to Section 8.3: (A) ImClone shall not be obligated to so supply Merck (except where and to the extent that Merck or its Affiliates are obligated to supply or manufacture same for BMS/BMKK for the Japan market) if the basis for termination pursuant to Section 14.2, 14.3, or 14.4 was a material breach by Merck or its Affiliates of this Agreement or the Merck-ImClone Agreement; and (B) ImClone shall not be obligated to so supply BMS (except where and to the extent that BMS or its Affiliates are obligated to supply or manufacture same for Merck/MJ for the Japan market) if the basis for termination pursuant to Section 14.2, 14.3, or 14.4 was a material breach ...