definiens: , meaning any Third Party or Affiliate of [COMPANY] that Manufactures Licensed Product ( or components therefor, including Vectors and associated Payloads ) for re -sale, but who itself is not a hereunder and thereby exercises rights granted by the other Party hereunder . Subject to the terms and conditions of this License Agreement, [COMPANY] will have the right to appoint by a written agreement and other providers performing services on [COMPANY] ’s behalf, none of which will be deemed a hereunder . [COMPANY] will be responsible for any such contract manufacturer, contract research organization or service provider hereunder, and further wil l require any such contract manufacturer, contract research organization or service provider to agree in writing to comply with Sections 3.6 and 8 . [COMPANY] shall have the right to audit any Third Party contract manufacturer engaged by Bluebird, including i n relation to the Manufacture of Vector for supply to [COMPANY] pursuant to the Manufacturing and Supply Agreement . Notwithstanding the foregoing, if, at any time, Bluebird determines that it is appropriate or desirable 14 Certain information indicated w ith [ * * * ] in this document has been omitted from this exhibit because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed