Subcontracting by Xxxxx. Sutro may exercise any of its rights, or perform any of its obligations, under this Agreement by subcontracting the exercise or performance of all or any portion of such rights and obligations on Sutro’s behalf by a CMO of Sutro’s choice after Ipsen has been given reasonable opportunity to comment on such choice, provided that the final selection shall be under Sutro’s decision making authority so long as such CMO is an established Third Party CMO of pharmaceutical products that is GMP qualified. Any subcontract granted or entered into by Sutro with a subcontractor as contemplated by this Section that Sutro may have under this Agreement shall not relieve Sutro from any of its obligations under this Agreement. Sutro shall remain liable for the acts and omissions of its subcontractors under this Agreement as if “Sutro” hereunder. If at any time after the Effective Date, Sutro reasonably determines that it will conduct the Manufacturing activities required hereunder that were initially subcontracted to a CMO directly instead of through one or more CMO, such transfer of responsibility to Sutro shall be subject to Xxxxx’x express prior consent and approval, which consent shall not be unreasonably withheld if Sutro’s determination is commercially reasonable from the viewpoint of this Agreement as a whole taking into account both Parties’ interests.
Subcontracting by Xxxxx. Xxxx’x agrees not to enter into any agreement to subcontract the services of any member without securing to the member whose services are subcontracted, all the rights, privileges and benefits accorded in section 17.1.
Subcontracting by Xxxxx. Sutro shall (a) ensure that any subcontractor or delegatee of Sutro’s obligations under this Supply Agreement has and maintains all appropriate qualifications; (b) enter into a quality agreement with each such subcontractor and delegatee which terms are similar to the terms of the Quality Agreement between SutroVax and Sutro; and (c) be responsible for each subcontractor’s and delegatee’s performance hereunder (including performance or non-performance by such subcontractor or delegatee that would constitute a breach of this Supply Agreement or such quality agreement if conducted by Sutro) as if Sutro were itself performing such activities. Sutro shall not subcontract the Manufacture of Product to a Third Party without SutroVax’s prior consent other than to an Alternate Supplier as expressly set forth in Section 2.15.
Subcontracting by Xxxxx. Toray shall cause all Affiliates and other third-party subcontractors that engage in work for Toray relating to this Agreement that will or may involve Intellectual Property Rights or Confidential Information to be legally bound to terms and conditions substantially similar to the terms under this Agreement relating to Intellectual Property Rights and Confidential Information. Toray shall be responsible for any breach of such terms and conditions by any such Affiliates and other third-party subcontractors and shall have the same responsibility for the activities of those Affiliates and other third-party subcontractors under any such arrangements as if the activities were directly those of Toray.
