Common use of Knowledge Transfer Procedures Clause in Contracts

Knowledge Transfer Procedures. (a) Company shall promptly transfer to Transferee, as soon as reasonably practicable, and at no additional cost to Transferee or Permitted Transferee (other than the payment of Company’s Out of Pocket Expenses), such Company Know-How, including any preclinical data, clinical data, assays and associated materials, protocols, procedures, and any other information in the Company’s possession or control, as is reasonably necessary or useful to continue or initiate Development of, or in seeking Regulatory Approval for, or to Commercialize the Covered Products in the Territory, including by providing copies of any tangible embodiments thereof. (b) In the event that Transferee desires to obtain support for the Development or Commercialization of a Compound or a Covered Product, Company agrees to make its personnel that are knowledgeable of the Covered Product (or any constituent Compound), its properties, and functions, reasonably available to Transferee for scientific and technical explanations, advice, and on-site support, that may reasonably be required by Transferee, relating to the Development and Commercialization of the Covered Product (and/or such Compound) (the foregoing activities being referred to as “Development Support”). Transferee shall reimburse Company for Company’s Out-of-Pocket Expenses incurred in providing Development Support, subject to Company providing documented evidence of such Out-of-Pocket Expenses having been incurred. (c) In the event that Transferee wishes to utilize the personnel of a contract manufacturer of the Company (“Company Manufacturer”) for support in connection with training, set-up, or other assistance in establishing Transferee or an in-Territory contract manufacturer’s procedures and capabilities for the manufacture or supply of Covered Products for the Territory, Company shall promptly upon Transferee’s request make Commercially Reasonable Efforts to facilitate the establishment of a relationship with such Company Manufacturer, and grant all consents and releases required in connection with such engagement. Transferee shall be responsible to directly pay such Company Manufacturer for such services or shall reimburse Company for Out-of-Pocket Expenses charged to Company by the Company Manufacturer for such support.

Knowledge Transfer Procedures. (a) Company shall promptly within thirty (30) Business Days from the Effective Date of this Agreement, transfer to Transferee, as soon as reasonably practicable, and at no additional cost to the Transferee or Permitted Transferee (other than the payment of Company’s Out of Pocket Expenses), such Company Know-How, including any preclinical data, clinical data, assays and associated materials, protocols, procedures, and any other information in the Company’s possession or controlControl, as is reasonably necessary or useful to continue or initiate Development of, or in seeking Regulatory Approval for, or to Commercialize the and Commercialization of a Covered Products in the Field in the Territory, including by providing electronic copies of any tangible embodiments thereof. The Transferee shall have a right from time to time request from the Company such additional information as is reasonably necessary or useful to continue or initiate Development and Commercialization of a Covered Products in the Field in the Territory and, in accordance with the terms and conditions of the Clinical Development and Collaboration Agreement, Company shall deliver such information and documents to Transferee as soon as reasonably practicable. Transferee shall reimburse Company for all Out-of-Pocket Expenses in connection with the foregoing. (b) In the event that Transferee or a Permitted Transferee desires to obtain support for the Development or Commercialization of a the Compound or a Covered Product, during the Transfer Period, Company agrees agrees, upon reasonable notice and pre-arrangement, to make its personnel employees that are knowledgeable of the Covered Product (or any constituent the Compound), its properties, and functions, reasonably available via telephone and electronic communications to the Transferee and appropriate Permitted Transferees for scientific and technical explanations, advice, and on-site support, that may reasonably be required requested by the Transferee, relating to the Development and Commercialization registration of the a Covered Product (and/or such Compound) (the foregoing activities being referred to as “Development Support” or “Commercialization Support”). The Transferee shall reimburse Company for the reasonable costs of making its personnel available to provide such support as well as Company’s Out-of-Pocket Expenses incurred in providing the Development and Commercialization Support, subject to Company providing documented evidence of such Out-of-Pocket Expenses having been incurredincurred and the time incurred by Company personnel in providing such support. (c) In the event that Transferee or Permitted Transferee wishes to utilize the personnel of a contract manufacturer of the Company (“Company Manufacturer”) for support in connection with training, set-up, or other assistance in establishing Transferee or Permitted Transferee or an in-Territory contract manufacturer’s procedures procedures, facility and capabilities for the manufacture Manufacture or supply of Covered Products for the Territory, the Company shall promptly upon Transferee’s Transferee or Permitted Transferee request make Commercially Reasonable Efforts to facilitate shall assist and support the establishment of a relationship with such Company Manufacturer, Transferee and grant all consents and releases required Permitted Transferee in connection with such engagementestablishing Manufacturing in the Territory. Transferee shall be responsible to directly pay such Company Manufacturer for such services or Permitted Transferee shall reimburse the Company for the reasonable costs of making its personnel available to provide such assistance as well as Company’s Out-of-Pocket Expenses, subject to Company providing documented evidence of such Out-of-Pocket Expenses charged to having been incurred and the time incurred by Company by the Company Manufacturer for personnel in providing such supportassistance.

Knowledge Transfer Procedures. (a) Upon request of Transferee following the Effective Date, Company shall promptly transfer to Transferee, Transferee as soon as reasonably practicablepracticable copies of all Existing Know-How (“Initial Know-How Transfer”). Thereafter throughout the Improvement Period, and at no additional cost Company shall promptly transfer to Transferee or Permitted Transferee all Company Know-How (other than Company Materials, access to which is addressed under Section 3.3 above) acquired by Company since the payment previous transfer of Company’s Out Know-How. The Initial Know-How Transfer shall be carried out at no cost to Transferee. With respect to all subsequent transfers of Pocket Expenses), such Company Know-How, including any preclinical data, clinical data, assays and associated materials, protocols, procedures, and any other information in the Transferee shall reimburse Company for Company’s possession or controlOut-of-Pocket Expenses incurred in carrying out such transfer, as is reasonably necessary or useful subject to continue or initiate Development Company providing documented evidence of such Out-of, or in seeking Regulatory Approval for, or to Commercialize the Covered Products in the Territory, including by providing copies of any tangible embodiments thereof-Pocket Expenses having been incurred. (b) In the event that Transferee desires to obtain support for the Development or Commercialization of a Compound or a Covered Product, Company agrees to make its personnel that are knowledgeable of the Covered Product (or any constituent Compound), its properties, and functions, reasonably available to Transferee for on reasonable advanced notice to provide up to an aggregate total of one hundred (100) hours of scientific and technical explanations, advice, and on-site supportsupport at no cost and to provide such further support as reasonably requested, subject to Transferee reimbursement of Reimbursable Costs that may shall reasonably be required incurred by Transferee, relating to the Development and Commercialization of the Covered Product (and/or such Compound) (the foregoing activities being referred to as “Development Support”). Transferee shall reimburse Company for Company’s Reimbursable Costs and Out-of-Pocket Expenses incurred in providing Development Support, subject to Company providing documented evidence of such Out-of-Pocket Expenses and Reimbursable Costs having been incurred. (c) In the event that Transferee wishes to utilize the personnel of a contract manufacturer of the Company (“Company Manufacturer”) for support in connection with training, set-up, or other assistance in establishing Transferee or an in-Territory contract manufacturer’s procedures and capabilities for the manufacture or supply of Covered Products for the Territory, Company shall promptly upon Transferee’s request make request, use Commercially Reasonable Efforts to facilitate the establishment of establishing a direct relationship with between Transferee and such Company Manufacturer, and agrees to grant all consents and releases that may be required on Company’s part in connection with such engagement. Transferee shall be responsible to directly pay such Company Manufacturer for such services or shall reimburse Company for Out-of-Pocket Expenses charged to Company by the Company Manufacturer for such support. Execution Copy (d) Transfer of Transferee Improvement Know-How to Company shall be carried with the terms in Section 3.4(a) applying mutatis mutandis to such transfers.