CMO Contracts definition
Examples of CMO Contracts in a sentence
Certain of the CMO Contracts that comprise the Supply Chain have been entered into by the Licensor or its Affiliates as of the Effective Date (the “Existing CMO Contracts”) while others have not been concluded as at the Effective Date (the “Outstanding CMO Contracts”).
Neither Licensor nor any of its Affiliates has entered into any agreement granting any right, interest or claim in or to, any Licensor Patent Rights or Licensor Know-How to any Third Party (other than pursuant to the CMO Contracts included in the Data Room) that would conflict with the licenses to Licensee as purported to be granted pursuant to this Agreement.
Seller may, in its sole discretion, and may cause the Divesting Entities to, convey, assign and transfer to Purchaser, and Purchaser shall acquire and accept from Seller and the Divesting Entities, free and clear of all Liens (other than Permitted Liens), all of Seller’s and the Divesting Entities’ rights, titles and interests in, to or under the CMO Contracts.
Until Kowa’s entry into its own manufacture and supply agreements as needed for its Development work hereunder, CymaBay will cause the CMO Contracts to remain in effect and will perform obligations under such contracts as reasonably needed to provide additional clinical materials with respect to Kowa’s Development of the Licensed Product pursuant to Section 2.2.1, at Kowa’s written requests and in compliance with appropriate forecasting and ordering mechanisms that comply with the applicable CMO Contracts.
Kowa and CymaBay will negotiate with the CMOs to allow CymaBay (including its licensees) to retain access to and rights to use the CMC information, stability and other test results and improvements (including analytical and process improvements) made under such CMO Contracts by CymaBay ([ * ]) , for use outside the Territory.
Subject to the terms of this Section 6.25, each of the Parties shall, and shall cause its Affiliates to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other commercially reasonable actions as may reasonably be requested to more effectively assign, convey or transfer such CMO Contracts.
In addition, CymaBay will allow Kowa to have the benefit of all the applicable CMO Contracts as if Kowa was able to order product and to exercise any other rights thereunder, including by CymaBay placing orders for the Licensed Product under the terms of such CMO Contracts in quantities and at times reasonably requested by Kowa from time to time and reselling such Licensed Product to Kowa [ * ].
The assignment of the CMO Contracts shall not be subject to any negotiations or modification to the terms of the CMO Contracts.
Neither AZ nor any of its Affiliates has entered into any agreement granting any right, interest or claim in or to, any AZ Patent Rights or AZ Know-How to any Third Party (other than pursuant to the CMO Contracts included in the Data Room) that would conflict with the licenses to NNBL as purported to be granted pursuant to this Agreement.