Common use of Data Usage Clause in Contracts

Data Usage. Notwithstanding the confidentiality provisions in Clause 13 as they may relate to the use of Services Data, the Parties agree that all Services Data may be collected, aggregated, hosted, mined or otherwise stored and maintained by Lonza and its Affiliates, Subcontractors and External Laboratories in a data platform utilized by Lonza to develop and improve services for the benefit of Lonza’s customers (the “Data Platform”). Customer hereby grants to Lonza a non-exclusive, royalty-free, worldwide, perpetual and irrevocable license solely to use Services Data in a blinded and aggregated format for Lonza’s purposes of (i) research, development, commercialization of, and securing rights to, development, manufacturing and testing systems, platforms, and service offerings, and (ii) use of the Data Platform for provision of services to Lonza’s customers, provided that the obligations set forth in this Clause shall at all times apply. As used in this Clause, “blinded” means neither Customer nor Drug Substances, Drug Product, Product, Customer Materials, Customer Information, Customer Background Intellectual Property and New Customer Intellectual Property or any other Customer property or information are identifiable. 11.1 Lonza warrants that: 11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws; 11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any intellectual property rights controlled by any Third Party; 11.1.3 except with respect to any development services and Non-Clinical Batches (including the Technical Batches), the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery; 11.1.4 the manufacture of the Non-Clinical Batches (including the Technical Batches) shall be performed as required in the Project Plan; 11.1.5 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility; 11.1.6 it has the necessary corporate authorizations to enter into and perform this Agreement; 11.1.7 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement; and 11.1.8 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza. 11.2 Customer warrants that: 11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights; 11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and 11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.