TRANSITION MANUFACTURING AGREEMENT. Seller and the Company shall have entered into a TTP transitional manufacturing agreement containing the principal terms set forth in Exhibit D attached hereto, whereby during the transfer of manufacturing capability from Buyer to Seller, the Company will provide space and certain services such that Seller may continue to manufacture TTP products at the Company's facilities for a period of up to six months from Closing.
TRANSITION MANUFACTURING AGREEMENT. 32 6.10 DISCLOSURE SCHEDULE.............................................32 6.11
TRANSITION MANUFACTURING AGREEMENT. 33 7.7 WAIVER..........................................................33 ARTICLE VIII INDEMNIFICATION..................................................33
TRANSITION MANUFACTURING AGREEMENT. Schering-Plough and Centocor shall negotiate in good faith during the forty-five (45)-day period following the date hereof to enter into a manufacturing and supply agreement, which will be subject to the terms set forth on Schedule 2.2(d)(i) (a “Transition Manufacturing Agreement”), and one or more quality agreements, as appropriate, pursuant to which Schering-Plough would provide to Centocor fill and finish services (including lyophilization) for the Remicade Product (the “Transition Manufacturing Services”) for sale or use in the Relinquished Territories. The Transition Manufacturing Agreement would specify other rights and obligations of each of the Parties with respect thereto and may include any other terms, in each case as mutually agreed between Schering-Plough and Centocor. Notwithstanding any other provision of this Agreement, neither Schering-Plough nor any of its Affiliates shall have any obligation to perform any Transition Manufacturing Services for a particular Relinquished Territory that such Person does not perform for such Relinquished Territory as of the date hereof.
