Common use of Regulatory Inspections Clause in Contracts

Regulatory Inspections. If any Regulatory Authority (i) contacts Licensee or any of its Affiliates or any Sublicensee with respect to the alleged improper Development, Manufacture or Commercialization of any Licensed Product, (ii) conducts, or gives notice of its intent to conduct, an inspection at Licensee’s or its Affiliate’s or a Sublicensee’s facilities used in the Development or Manufacturing of Licensed Products, or (iii) takes, or gives notice of its intent to take, any other regulatory action with respect to any activity of Licensee or its Affiliates or a Sublicensee that could reasonably be expected to adversely affect any Development, Manufacture or Commercialization activities with respect to the Licensed Product in or outside of the Territory, then Licensee will promptly notify Nabriva of such contact, inspection or notice. If any Regulatory Authority (I) contacts Nabriva or any of its Affiliates with respect to the alleged improper Manufacture of any Licensed Product that is provided by or on behalf of Nabriva to Licensee under this Agreement or any Supply Agreement, (II) conducts, or gives notice of its intent to conduct, an inspection at Nabriva’s or its Affiliate’s facilities used in the Manufacturing of Licensed Products provided by or on behalf of Nabriva to Licensee under this Agreement or any Supply Agreement, (III) contacts Nabriva or any of its Affiliates with respect to a material issue concerning the alleged improper Development or Commercialization of any Licensed Product that could reasonably be expected to materially adversely affect any Development or Commercialization activities with respect to the Licensed Product in the Field in the Territory, or (IV) takes, or gives notice of its intent to take, any other regulatory action with respect to any activity of Nabriva or its Affiliates that could reasonably be expected to materially adversely affect any Development or Commercialization activities with respect to the Licensed Product in the Field in the Territory, then Nabriva will promptly notify Licensee of such contact, inspection or notice.

Regulatory Inspections. If APCETH will permit BBB or its designees to be present and participate in any Regulatory Authority (i) contacts Licensee visit or inspection by any regulatory authority of the Facility which solely relates to any Product or the manufacturing process of the Product. For the avoidance of doubt, this shall not include any visit or inspection related to other products manufactured at APCETH or the general GMP inspection by the regulatory authority. APCETH shall notify BBB promptly if a regulatory authority requests permission to inspect any Clean Room made available to BBB as set forth in Section 3.2 and/or any of its Affiliates APCETH’s records or documents related to APCETH’s performance under this Agreement. Upon notification of an inspection, APCETH shall promptly notify BBB of the date and time of such inspection and allow BBB to assist in the preparation for such inspection by a regulatory authority. APCETH will provide [***] notice to BBB, or as may be otherwise provided in the Quality Agreement, if the purpose of any Sublicensee such visit or inspection relates to or might affect the manufacture of Product, provided that the visit or inspection was announced to APCETH in advance with respect sufficient notice. APCETH agrees to provide BBB with copies of all regulatory authority documentation including but not limited to correspondence, statements, warnings, enforcement actions, pleadings, summons, forms and records that APCETH receives as a result of or in anticipation of an inspection of the Clean Rooms. APCETH agrees to promptly notify BBB of any findings resulting from any inspection by a regulatory authority relating to the alleged improper Developmentmanufacture of Product, Manufacture or Commercialization to take any necessary corrective action within the timelines set by the relevant authority within [***] and to provide copies of any Licensed Product, (ii) conductsrelevant correspondence to BBB within [***] after submission, or gives notice of its intent to conduct, an inspection at Licensee’s or its Affiliate’s or a Sublicensee’s facilities used as may be otherwise provided in the Development or Manufacturing of Licensed Products, or (iii) takes, or gives notice of its intent to take, any other regulatory action with respect to any activity of Licensee or its Affiliates or a Sublicensee that could reasonably be expected to adversely affect any Development, Manufacture or Commercialization activities with respect to the Licensed Product in or outside of the Territory, then Licensee will promptly notify Nabriva of such contact, inspection or notice. If any Regulatory Authority (I) contacts Nabriva or any of its Affiliates with respect to the alleged improper Manufacture of any Licensed Product that is provided by or on behalf of Nabriva to Licensee under this Agreement or any Supply Quality Agreement, (II) conducts, or gives notice of its intent to conduct, an inspection at Nabriva’s or its Affiliate’s facilities used in the Manufacturing of Licensed Products provided by or on behalf of Nabriva to Licensee under this Agreement or any Supply Agreement, (III) contacts Nabriva or any of its Affiliates with respect to a material issue concerning the alleged improper Development or Commercialization of any Licensed Product that could reasonably be expected to materially adversely affect any Development or Commercialization activities with respect to the Licensed Product in the Field in the Territory, or (IV) takes, or gives notice of its intent to take, any other regulatory action with respect to any activity of Nabriva or its Affiliates that could reasonably be expected to materially adversely affect any Development or Commercialization activities with respect to the Licensed Product in the Field in the Territory, then Nabriva will promptly notify Licensee of such contact, inspection or notice.

Regulatory Inspections. If Cognate agrees, in each case, to the extent not prohibited by Applicable Law or the applicable Authority, to advise Asterias by telephone and email as soon as reasonably possible of any Regulatory proposed or announced visit or inspection, and as soon as possible but in any case [***] any unannounced visit or inspection, by the FDA or other Authority of any Facility used to Manufacture Products under this Agreement. Subject to Cognate’s obligations of confidentiality to any third parties, to the extent practicable and if not prohibited by Applicable Laws, Cognate will permit Asterias to be present and participate in any FDA or other Authority visit or inspection of the Facility to the extent such visit or inspection relates directly to the Product Manufactured for Asterias by Cognate pursuant to this Agreement. Cognate will (iunless prohibited by Applicable Law from doing so) contacts Licensee provide Asterias with a copy of any report, notice or other written communication received from the FDA or other Authority in connection with such visit or inspection relating to the Product or the Facility (if it relates directly to or directly affects the Development and/or Manufacture of Product), which report, notice or other communication will be redacted to remove information directly pertaining to or directly affecting any other third party. Cognate will provide, to the extent not prohibited by Applicable Law or the applicable Authority, Asterias with a copy of that portion of any written response or filing Cognate submits to the FDA or other Authority addressing the Manufacture of Product or the Manufacturing Process reasonably prior to submission of such response or filing so that Asterias may comment thereon (which comments Cognate shall reasonably consider but shall not be obligated to include). Notwithstanding the preceding sentence, in no event will Asterias require Cognate to delay or otherwise impair Cognate’s ability to timely respond to or submit any filing to FDA or any of its Affiliates or any Sublicensee with respect to the alleged improper Development, Manufacture or Commercialization of any Licensed Product, (ii) conducts, or gives notice of its intent to conduct, an inspection at Licensee’s or its Affiliate’s or a Sublicensee’s facilities used in the Development or Manufacturing of Licensed Products, or (iii) takes, or gives notice of its intent to take, any other regulatory action with respect to any activity of Licensee or its Affiliates or a Sublicensee that could reasonably be expected to adversely affect any Development, Manufacture or Commercialization activities with respect to the Licensed Product in or outside of the Territory, then Licensee will promptly notify Nabriva of such contact, inspection or notice. If any Regulatory Authority (I) contacts Nabriva or any of its Affiliates with respect to the alleged improper Manufacture of any Licensed Product that is provided by or on behalf of Nabriva to Licensee under this Agreement or any Supply Agreement, (II) conducts, or gives notice of its intent to conduct, an inspection at Nabriva’s or its Affiliate’s facilities used in the Manufacturing of Licensed Products provided by or on behalf of Nabriva to Licensee under this Agreement or any Supply Agreement, (III) contacts Nabriva or any of its Affiliates with respect to a material issue concerning the alleged improper Development or Commercialization of any Licensed Product that could reasonably be expected to materially adversely affect any Development or Commercialization activities with respect to the Licensed Product in the Field in the Territory, or (IV) takes, or gives notice of its intent to take, any other regulatory action with respect to any activity of Nabriva or its Affiliates that could reasonably be expected to materially adversely affect any Development or Commercialization activities with respect to the Licensed Product in the Field in the Territory, then Nabriva will promptly notify Licensee of such contact, inspection or noticeAuthority.

Regulatory Inspections. If The ACCEPTOR shall allow foreign and local governmental authorities to inspect and review their facilities, operations and quality systems as necessary in order to facilitate, obtain or maintain the required registration in those countries where CONTRACT GIVER and ACCEPTOR desire to sell PRODUCT(s). Each party acknowledges that the other party may respond independently to any correspondence or inquiry from any Regulatory Authority. The ACCEPTOR shall however agree to the following: • To notify the CONTRACT GIVER promptly of any inspection or inquiry by any Regulatory Authority (i) contacts Licensee concerning one or any more of its Affiliates or any Sublicensee with respect the PRODUCT(s). The responsible contact persons are listed in Enclosure B. • To forward to the alleged improper Development, Manufacture or Commercialization CONTRACT GIVER copies of any Licensed Product, (ii) conducts, or gives notice of its intent to conduct, an inspection at Licensee’s or its Affiliate’s or a Sublicensee’s facilities used in the Development or Manufacturing of Licensed Products, or (iii) takes, or gives notice of its intent to take, any other regulatory action with respect to any activity of Licensee or its Affiliates or a Sublicensee that could reasonably be expected to adversely affect any Development, Manufacture or Commercialization activities with respect to the Licensed Product in or outside of the Territory, then Licensee will promptly notify Nabriva of such contact, inspection or notice. If correspondence from any Regulatory Authority (Irelating to one or more of the PRODUCT(s). The ACCEPTOR agrees that, during an inspection by a Regulatory Authority concerning one or more of the PRODUCT(s) contacts Nabriva that it will not disclose information and materials that are not required to be disclosed to such a Regulatory Authority, without the prior consent of the CONTRACT GIVER, which shall not be unreasonably withheld. The ACCEPTOR will immediately inform the responsible contact persons of the CONTRACT GIVER as listed in Enclosure B concerning any critical or major issues encountered during any Regulatory Authority inspection that might adversely affect the quality of its Affiliates one or more of the PRODUCT(s). The ACCEPTOR shall submit to CONTRACT GIVER, within 5 business days of receipt of the official report, a copy of the relevant parts of the report issued by the authorities and the proposed corrective actions that the ACCEPTOR will undertake. The report and the proposed corrective actions should be in English if requested by CONTRACT GIVER. CONTRACT PROVIDER should provide the ACCEPTOR with respect all the necessary information to carry out the alleged improper Manufacture contracted operations correctly in accordance with the pharmaceutical registration and any other legal requirements. The Contract Giver should ensure that the Contract Acceptor is fully aware of any Licensed Product problems associated with the product or the work which might pose a hazard to his premises, equipment, personnel, other materials or other products. ACCEPTOR shall have a procedure in place to ensure that is provided by or on behalf the qualified person releasing every batch ensures that each batch has been manufactured and checked in compliance with the requirements of Nabriva to Licensee under this Agreement or any Supply Agreement, (II) conducts, or gives notice of its intent to conduct, an inspection at Nabriva’s or its Affiliate’s facilities used in the Manufacturing of Licensed Products provided by or on behalf of Nabriva to Licensee under this Agreement or any Supply Agreement, (III) contacts Nabriva or any of its Affiliates with respect to a material issue concerning the alleged improper Development or Commercialization of any Licensed Product that could reasonably be expected to materially adversely affect any Development or Commercialization activities with respect to the Licensed Product in the Field in the Territory, or (IV) takes, or gives notice of its intent to take, any other regulatory action with respect to any activity of Nabriva or its Affiliates that could reasonably be expected to materially adversely affect any Development or Commercialization activities with respect to the Licensed Product in the Field in the Territory, then Nabriva will promptly notify Licensee of such contact, inspection or noticepharmaceutical registration.

Regulatory Inspections. If APCETH will permit BBB or its designees to be present and participate in any Regulatory Authority (i) contacts Licensee visit or inspection by any regulatory authority of the Facility which solely relates to any Product or the manufacturing process of the Product. For the avoidance of doubt, this shall not include any visit or inspection related to other products manufactured at APCETH or the general GMP inspection by the regulatory authority. APCETH shall notify BBB promptly if a regulatory authority requests permission to inspect any Clean Room made available to BBB as set forth in Section 3.2 and/or any of its Affiliates APCETH’s records or documents related to APCETH’s performance under this Agreement. Upon notification of an inspection, APCETH shall promptly notify BBB of the date and time of such inspection and allow BBB to assist in the preparation for such inspection by a regulatory authority. APCETH will provide [***] notice to BBB, or as may be otherwise provided in the Quality Agreement, if the purpose of any Sublicensee such visit or inspection relates to or might affect the manufacture of Product, provided that the visit or inspection was announced to APCETH in advance with respect sufficient notice. APCETH agrees to provide BBB with copies of all regulatory authority documentation including but not limited to correspondence, statements, warnings, enforcement actions, pleadings, summons, forms and records that APCETH receives as a result of or in anticipation of an inspection of the Clean Rooms. APCETH agrees to promptly notify BBB of any findings resulting from any inspection by a regulatory authority relating to the alleged improper Developmentmanufacture of Product, Manufacture or Commercialization to take any necessary corrective action within the timelines set by the relevant authority within [***] and to provide copies of any Licensed Product, (ii) conductsrelevant correspondence to BBB within [***] after submission, or gives notice of its intent to conduct, an inspection at Licensee’s or its Affiliate’s or a Sublicensee’s facilities used as may be otherwise provided in the Development or Manufacturing of Licensed Products, or (iii) takes, or gives notice of its intent to take, any other regulatory action with respect to any activity of Licensee or its Affiliates or a Sublicensee that could reasonably be expected to adversely affect any Development, Manufacture or Commercialization activities with respect to the Licensed Product in or outside of the Territory, then Licensee will promptly notify Nabriva of such contact, inspection or noticeQuality Agreement. If any Regulatory Authority [***] INDICATES MATERIAL THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) contacts Nabriva or any of its Affiliates with respect to the alleged improper Manufacture of any Licensed Product that is provided by or on behalf of Nabriva to Licensee under this Agreement or any Supply AgreementNOT MATERIAL, AND (II) conducts, or gives notice of its intent to conduct, an inspection at Nabriva’s or its Affiliate’s facilities used in the Manufacturing of Licensed Products provided by or on behalf of Nabriva to Licensee under this Agreement or any Supply Agreement, (III) contacts Nabriva or any of its Affiliates with respect to a material issue concerning the alleged improper Development or Commercialization of any Licensed Product that could reasonably be expected to materially adversely affect any Development or Commercialization activities with respect to the Licensed Product in the Field in the Territory, or (IV) takes, or gives notice of its intent to take, any other regulatory action with respect to any activity of Nabriva or its Affiliates that could reasonably be expected to materially adversely affect any Development or Commercialization activities with respect to the Licensed Product in the Field in the Territory, then Nabriva will promptly notify Licensee of such contact, inspection or noticeWOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.