Extract Supply Sample Clauses

Extract Supply. (a) Prior to the Series A Financing Close, Sutro shall use Commercially Reasonable Efforts to manufacture and supply, at no cost to SutroVax, the Extracts specified in the Research Plan. (b) For [***] years following the Series A Financing Close (“Initial Supply Period”), Sutro shall use Commercially Reasonable Efforts to manufacture and supply the quantities of Extract(s) set forth in a mutually agreed upon research plan, based on the Series A work plan, at a price equal to Fully Burdened Manufacturing Costs plus [***]. Sutro agrees not to unreasonably withhold its agreement to such a research plan. (c) Following SutroVax’s achievement of the diligence milestone 2(a) set forth in Exhibit C, if requested by SutroVax, on an Extract-by-Extract basis, the Parties shall negotiate in good faith reasonable terms and conditions of an agreement for the supply by Sutro to SutroVax of the quantities of the Extract reasonably requested by SutroVax to manufacture the applicable Vaccine Composition(s) (but excluding, for clarity, any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-How), which terms shall be negotiated in good faith by the Parties, provided that the price for each Extract shall not exceed [***] of the Fully Burdened Manufacturing Cost thereof (each such agreement, an “Extract Supply Agreement”). (d) In the event Sutro engages one or more Third Parties or establishes a joint venture with one or more Third Parties (each such Third Party or joint venture, a “CMO”), to manufacture one or more Extract(s) for Sutro, its Affiliates or others (each such Extract, an “Available Extract”), Sutro shall promptly notify SutroVax. (i) In the event one or more of the Extracts used by SutroVax to manufacture Vaccine Compositions under this Agreement are Available Extracts, and SutroVax wishes the CMO to supply such Available Extract(s) to SutroVax, SutroVax shall notify Sutro thereof. At SutroVax’s request, Sutro agrees to authorize such CMO to supply to SutroVax SutroVax’s reasonable requirements of such Available Extract(s) solely to manufacture Vaccine Compositions in accordance with this Agreement, under an agreement to be entered into by SutroVax and CMO, it being understood that Sutro shall not be liable to SutroVax or such CMO for any breach of such agreement by such CMO or SutroVax, respectively. SutroVax shall at Sutro’s request provide to Sutro a copy of such agreement. (ii) In the event one or mo...