Common use of Manufacture Clause in Contracts

Manufacture. Without limiting the other rights and obligations of the Terminating Party(ies) under this Part 1 of Schedule D, each Terminating Party that is Manufacturing an Active Product on the effective date of termination with respect to such Terminating Party(ies) shall continue to comply with its obligations to Manufacture the applicable Active Product under Article 10 herein and the Manufacturing and Supply Agreement(s), unless it provides written notice to Tanox that it does not intend to continue to Manufacture and supply to Tanox such Active Product. After such Terminating Party(ies) provides such notice to Tanox, such Terminating Party(ies) will supply Tanox with Clinical Requirements and Commercial Requirements of such finished and packaged Active Product(s) at the same price and other terms SCHEDULE D and conditions as the Terminating Party(ies) was supplying, or in the absence of termination, would have been required to supply of such finished and packaged Active Product (under Article 10 hereof), until ***** of the date of Tanox’s receipt of such notice, and, if Tanox so requests no more than ***** after the date it received such notice, for *****, provided that the price at which such Active Products will be supplied for such ***** and other terms and conditions on which such Active Products will be supplied for ***** shall be reasonable and customary as determined by good faith negotiations between the Parties, provided further that such ***** is subject to the reasonable cooperation of the Manufacturing Party. Notwithstanding the foregoing, in no event shall a Terminating Party be obligated to Manufacture a higher volume of Active Product than (A) the reserved Manufacturing capacity in the Manufacturing facility(ies) of the Terminating Party, or its Affiliate(s) or sublicensee(s), as set forth in the Manufacturing and Supply Plan or other equivalent three year Manufacturing plan, with respect to the ***** of the transition period, and (B) the average of such Manufacturing capacity reserved for the ***** of the transition period, with respect to the ***** of the transition period. Subject to the foregoing, Genentech’s obligations under the Manufacturing and Supply Agreement, and the Terminating Party’s obligations under Section 10.3 of this Agreement and Sections 5.2(a) and 5.2(c) of the JCA and all other related provisions (if any) under the Ancillary Agreements shall terminate. The applicable Manufacturing and Supply Agreement shall terminate at the end of such ***** period, as applicable.

Manufacture. Without limiting the Genentech’s other rights and obligations of the Terminating Party(ies) under this Part 1 2 of Schedule D, each Terminating Party that if Genentech is Manufacturing an Active Product on the effective date of termination with respect to such Terminating Party(ies) termination, it shall continue to comply with its obligations to Manufacture the applicable Active Product under Article 10 herein and the Manufacturing and Supply Agreement(s), unless it provides written notice to Tanox Novartis that it does not intend to continue to Manufacture and supply to Tanox Novartis such Active Product. After such Terminating Party(ies) In the event that Genentech provides such notice to TanoxNovartis, such Terminating Party(ies) Genentech will supply Tanox Novartis with Clinical Requirements and Commercial Requirements of such finished and packaged Active Product(s) at the same price and other terms SCHEDULE D and conditions as the Terminating Party(ies) Genentech was supplying, or in the absence of termination, would have been required to supply of such finished and packaged Active Product (under Article 10 hereof), until ***** of the date of Tanox’s Novartis’ receipt of such notice, and, if Tanox Novartis so requests no more than ***** after the date it received such notice, for *****, provided that the price at which such Active Products will be supplied for such ***** and other terms and conditions on which such Active Products will be supplied for ***** shall be reasonable and customary as determined by good faith negotiations between the Parties, provided further that such ***** is subject to the reasonable cooperation of the Manufacturing PartyGenentech. Notwithstanding the foregoing, in no event shall a Terminating Party Genentech be obligated to Manufacture a higher volume of Active Product than (Ai) the reserved Manufacturing manufacturing capacity in the Manufacturing manufacturing facility(ies) of the Terminating PartyGenentech, or its Affiliate(s) or sublicensee(s), sublicense(s) as set forth in the Manufacturing and Supply Plan or other equivalent three year Manufacturing planPlan, with respect to the ***** of the transition period, and (Bii) the average of such Manufacturing manufacturing capacity reserved for the ***** of the transition period, with respect to the ***** of the transition period. Subject to the foregoing, Genentech’s obligations under Section 10.3 of this Agreement, the Manufacturing and Supply Agreement, and the Terminating Party’s obligations under Section 10.3 of this Agreement and Sections 5.2(a) and 5.2(c) of the JCA and all other related provisions (if any) under the Ancillary Agreements shall terminate. The applicable Manufacturing and Supply Agreement shall terminate at the end of such ***** period, as applicable.

Manufacture. Without limiting the Novartis’ other rights and obligations of the Terminating Party(ies) under this Part 1 3 of Schedule D, each Terminating Party that if Novartis is Manufacturing an Active Product on the effective date of termination with respect to such Terminating Party(ies) termination, it shall continue to comply with its obligations to Manufacture the applicable Active Product under Article 10 herein and the Manufacturing and Supply Agreement(s), unless it provides written notice to Genentech and Tanox that it does not intend to continue to Manufacture and supply to Tanox Novartis such Active Product. After such Terminating Party(ies) In the event that Novartis provides such notice to Genentech and Tanox, such Terminating Party(ies) Novartis will supply Genentech and Tanox with Clinical Requirements and Commercial Requirements of such finished and packaged Active Product(s) at the same price and other terms SCHEDULE D and conditions as the Terminating Party(ies) Novartis was supplying, or in the absence of termination, would have been required to supply of such finished and packaged Active Product (under Article 10 hereof), until ***** of the date of Genentech’s and Tanox’s receipt of such notice, and, if Genentech and Tanox both so requests request no more than ***** after the date it received such notice, for *****, provided that the price at which such Active Products will be supplied for such ***** and other terms and conditions on which such Active Products will be supplied for ***** shall be reasonable and customary as determined by good faith negotiations between the Parties, provided further that such ***** is subject to the reasonable cooperation of the Manufacturing PartyNovartis. Notwithstanding the foregoing, in no event shall a Terminating Party Novartis be obligated to Manufacture a higher volume of Active Product than (Ai) the reserved Manufacturing manufacturing capacity in the Manufacturing manufacturing facility(ies) of the Terminating PartyNovartis, or its Affiliate(s) or sublicensee(s), sublicense(s) as set forth in the Manufacturing and Supply Plan or other equivalent three year Manufacturing planPlan, with respect to the ***** of the transition period, and (Bii) the average of such Manufacturing manufacturing capacity reserved for the ***** of the transition period, with respect to the ***** of the transition period. Subject to the foregoing, Genentech’s obligations under the Manufacturing and Supply Agreement, and the Terminating Party’s Novartis’ obligations under Section 10.3 of this Agreement, the Manufacturing and Supply Agreement and Sections 5.2(a) and 5.2(c) of the JCA and all other related provisions (if any) under the Ancillary Agreements shall terminate. The applicable Manufacturing and Supply Agreement shall terminate at the end of such ***** period, as applicable.