Lonza Clause Samples
The "Lonza" clause typically refers to provisions in a contract that specifically address the rights, obligations, or terms related to the company Lonza, often as a party to the agreement or as a provider of goods or services. In practice, this clause may outline Lonza's responsibilities, such as manufacturing standards, delivery timelines, or quality assurance requirements, and may also specify how disputes or changes in scope are to be handled with respect to Lonza. The core function of this clause is to ensure that all parties have a clear understanding of Lonza's role and obligations within the contract, thereby reducing ambiguity and potential conflicts related to their involvement.
Lonza. Lonza hereby represents and warrants, and, as appropriate, covenants, to Trubion that:
(a) to the best of Lonza's knowledge and belief, Lonza is free to supply to Trubion the Lonza Confidential Information and all other information to be supplied by Lonza to Trubion under this Agreement, and, to the best of Lonza's knowledge and belief, Lonza has the legal right to grant Trubion the rights set forth in Section 13.1(b) of this Agreement and the licenses set forth in Section 13.3 of this Agreement; Lonza has not, as of the Effective Date, entered into, and Lonza shall not in the future enter into, any obligation that would not permit or would prohibit or prevent Lonza from granting the rights and licenses set forth in Section 13 of this Agreement;
(b) Lonza owns or lawfully controls the Lonza Facility, and has sufficient facilities and equipment, as well as a sufficient number of employees with such expertise and experience, as is necessary or appropriate to perform the Services in accordance with the terms hereof;
(c) the Lonza Facility, and all the processes used in producing Bulk Drug and performing the Services, shall be in accordance with cGMP and shall enable Lonza to maintain in good standing all related Permits;
(d) any documentation and records provided to Trubion by Lonza relating to the Services shall be accurate in all material respects;
(e) Lonza has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; Lonza has not, as of the Effective Date, entered into, and Lonza shall not in the future enter into, any obligation that would not permit Lonza to perform or would prohibit or prevent Lonza from performing its obligations under this Agreement, including, for the avoidance of doubt, the granting of the rights and licenses set forth in Section 13;
(f) Lonza has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of Lonza, and constitutes a legal, valid, binding obligation, enforceable against Lonza in accordance with its terms; and
(g) Lonza is in compliance with all applicable Legal Requirements.
Lonza. Licensee acknowledges and agrees that (a) notwithstanding anything herein to the contrary, Licensor is not granting Licensee any rights with respect to any Lonza Technology; (b) the Materials contain ▇▇▇▇▇’▇ ▇▇▇▇ expression system technology and, as such, Licensor’s transfer of the Materials to Licensee under this Agreement requires Lonza’s prior written consent, and Licensee’s use of the Materials requires a license from Lonza; and (c) upon Licensor’s transfer of the Materials to Licensee, Licensee’s rights in the Materials shall be subject to the terms and conditions of this Agreement and to any rights of Lonza in its intellectual property or other rights contained in the Materials. Licensee must procure a direct license from Lonza to use any necessary Lonza Technology required in connection with making, having made, using, selling, offering for sale, and importing Licensed Products in the Group B Countries for the Field, which license must expressly grant Licensor permission to provide the Materials to Licensee. Licensee shall provide to Licensor a copy of such license from Lonza, which copy may be redacted so long as the redactions do not prevent Licensor for confirming that it may provide the Materials to Licensee (the date that Licensee provides such copy to Licensor, the “Lonza License Date”). If Licensee is unable to obtain a license from Lonza or obtain Lonza’s consent to the transfer of Materials from Licensor to Licensee, then (i) Licensor shall not be required to provide the Materials to Licensee (and Licensor’s failure to provide the Materials shall not be deemed a breach of this Agreement); (ii) the Materials shall no longer be deemed part of the license under this Agreement; and (iii) the other provisions of this Agreement shall not be affected by the foregoing. Licensee agrees to abide by its obligations under its license with Lonza with respect to the Materials, and Licensee agrees to indemnify Seller for any failure to do so or for any breach of this Section 2.6.
Lonza. Lonza hereby represents and warrants to Genentech that:
16.2.1 To Lonza’s knowledge as of the Effective Date, Lonza is free to supply the Lonza Confidential Information to Genentech;
16.2.2 Lonza has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations under this Agreement;
16.2.3 Lonza owns or lawfully controls the Lonza Facility, and, to the best of its knowledge after reasonable inquiry, has a sufficient number of employees with such expertise and experience as is necessary or appropriate to produce Bulk Drug in accordance with the terms hereof and in quantities sufficient to fulfill the Campaign Minimums and Campaign Minimum Runs set forth in Exhibit A hereof;
16.2.4 To Lonza’s knowledge as of the Effective Date, there is no additional capacity available for commercial production at the Lonza Facility, and Lonza has not entered into written agreements with any Third Party to Table of Contents conduct commercial production that would result in Lonza not being able to conduct the commercial production it has committed to Genentech; and
16.2.5 To Lonza’s knowledge as of the Effective Date, there are no patents owned or controlled by Lonza relating to the (i) the Manufacturing Process in effect as of the Effective Date, (ii) the Product of the Manufacturing Process described in (i) above, or (iii) the importation, use, sale or offer for sale of the Product of the Manufacturing Process described in (i) above.
Lonza. LONZA and its Affiliates will not, during the applicable Exclusivity Term, [***].
Lonza. Lonza shall obtain and maintain, at its own cost and expense from an insurance company (or companies) with the Required Rating, (a) all-risk property and cargo insurance to cover the Facility and the Suite (including Existing Equipment but excluding the Vaxcyte owned equipment), Lonza Supplied Raw Materials, intermediates, transportation, storage of property, damage and Products before final release, (b) construction and erection all-risk insurance (also known as “builders-risk”) during the performance of the Build-out to cover the Facility and the Suite, excluding the Vaxcyte owned equipment contained therein, in, each case, in an amount equal to [***] of the full replacement value thereof, (c) cyber insurance including, but not limited to security and privacy liability coverage in the amount of at least [***] (or an equivalent amount in another currency) per claim and in the annual aggregate; (d) workers’ compensation and employers’ liability insurance (or the Swiss equivalent thereof) as required by Applicable Law for all Lonza employees or its Affiliates at the Premises, (e) any insurance required by local authorities, and (f) any other insurance agreed between the Parties. The words “full replacement value,” as used above, shall mean the cost of actual replacement (excluding foundation and excavation costs and cost of underground flues, pipes or drains).
Lonza. Lonza will have the sole right and discretion to file (or not file), prosecute and maintain patent applications and patents [***].
Lonza. LONZA hereby represents and warrants to Client that: