Common use of Technical Transfer Clause in Contracts

Technical Transfer. Upon expiration or termination of this Agreement for any reason, upon Sponsor’s written request, at Sponsor’s reasonable cost and expense and subject to a Change Order, Fujifilm shall: i. initiate a technical transfer of the Manufacturing Process to a third-party Contract Manufacturing Organization specified by Sponsor; provided, however, that in no event shall Fujifilm be required to (x) assign or license any Fujifilm Intellectual Property Rights to such third party outside of the scope set forth in Section 13(b) of this Agreement or Section 10(b) of the MBSA in respect of Scope of Work #1 or any future Change Orders or Scopes of Work (as defined in the MBSA) relating to the Product, or (y) assign, license or disclose to such third party any know-how or business information that, in Fujifilm’s reasonable assessment, may diminish its competitive position against such third party. ii. provide Sponsor with Manufacturing Process Materials specified in Attachment 1, to the extent such materials have been generated under the Agreement, constitute Sponsor-specific work output, and have not been provided to Sponsor in any form prior to such expiry or termination. Notwithstanding the foregoing, Fujifilm’s obligations under this Section 25(b) will not apply if this Agreement is terminated by Fujifilm under under Section 17(b) or Section 24(b) hereof or if the parties mutually agree in writing not to renew this Agreement, which writing expressly states that this Section 25(b) will not apply.