Technology Sharing. 6.1 Notwithstanding the use of the term ‘Technology Sharing’ and notwithstanding anything contained in this Agreement or any of the Related Agreements to the contrary, nothing in any of the Transaction Documents is intended to or is to be interpreted as an obligation of Kamada to transfer legal title to any of the intellectual property assets licensed by Kamada under this Agreement to ▇▇▇▇▇▇. Further, for the avoidance of doubt, the term ‘Technology Sharing Plan’ (and its related defined terms) is intended to refer to the process by which Kamada will disclose to ▇▇▇▇▇▇ and will train ▇▇▇▇▇▇ with respect to the skills, knowledge, technologies and methods of manufacturing that Kamada possesses (or will develop during the Term) to ensure that ▇▇▇▇▇▇ is able to exploit such skills, knowledge, technologies and methods in the ▇▇▇▇▇▇ Territory as more specifically detailed in Exhibit 1.67 to this Agreement. 6.2 Kamada expressly undertakes, under the provisions set forth below and as further set forth in the Technology Sharing Plan (Exhibit 1.67) the following: (a) by [*****], for no additional consideration, to complete a speedy and efficient disclosure to ▇▇▇▇▇▇ of all Technology Sharing Documentation, including, without limitation, Regulatory Documentation, all documentation related to yield improvement for A1PI, and all other information, materials and documentation reasonably necessary for or directly related to ▇▇▇▇▇▇’▇ exercise of the rights licensed herein as listed in Exhibit 1.39, as well as all copies of documents reasonably requested by ▇▇▇▇▇▇, provided that such documents are in Kamada’s possession and that such access shall comply with all state and federal statute requirements; (b) until the end of the Technology Sharing Term, to provide ▇▇▇▇▇▇ and relevant health authorities with such access to Kamada’s offices and laboratory and production facilities in Israel as is reasonable to advance the sharing of Kamada’s technology under the Technology Sharing Plan, upon prior coordination with Kamada of at least [*****] and during normal business hours, provided that such visits may not unduly burden Kamada’s normal work activities, and to provide consultation and advice reasonably requested by ▇▇▇▇▇▇ or any said authority during any such visit, all for no additional consideration; (c) for [*****], to provide ▇▇▇▇▇▇ and ▇▇▇▇▇▇’▇ third party contract partners with all other consultation and advice necessary or evidently beneficial for effecting said disclosure, including training and consultation performed at such locations as determined in the Technology Sharing Plan, with Kamada providing up to an aggregate amount of [*****] for no additional consideration to fulfill its obligations under the Technology Sharing Plan. For clarity, the [*****] shall include all time spent by Kamada personnel or its outside advisors in fulfilling its obligations under the Technology Sharing Plan unless otherwise specifically indicated under the Technology Sharing Plan. [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission. (d) until the end of the Technology Sharing Term, to supply ▇▇▇▇▇▇, for no additional consideration, with quantities of the Biologic Material as listed in Exhibit 1.39 necessary or beneficial for ▇▇▇▇▇▇ to start development of the manufacturing of ▇▇▇▇▇▇ Products and to establish production of the ▇▇▇▇▇▇ Products at its own facilities provided that such biological material is in Kamada's possession and that ▇▇▇▇▇▇ bears all costs associated with shipping the Biologic Material; and, (e) until the end of the Technology Sharing Term, ensure that, throughout the disclosure process it shall have adequate numbers of persons qualified to provide the foregoing assistance and services to ▇▇▇▇▇▇. 6.3 Notwithstanding the dates and timelines set forth in this Agreement and in Exhibit 1.67, the Parties acknowledge and agree that the timelines and dates shall be accelerated pursuant to the Distribution Agreement in the event of a Failure (as such term is defined therein). The Parties further agree that time is of the essence as regards all said actions, and in particular the disclosure of Kamada Licensed Know-How, technology, Biological Material, Technology Sharing Documentation and other information and materials to ▇▇▇▇▇▇. 6.4 Kamada shall use its Commercially Reasonable Efforts to complete the timely disclosure to ▇▇▇▇▇▇ of all Technology Sharing Documentation, Kamada Licensed Know-How, Biological Material, Regulatory Documentation, and other documentation and materials as set forth in Sections 6.2(a) and 6.2(d), except that if any delay in such disclosure is the result of a delay by ▇▇▇▇▇▇, ▇▇▇▇▇▇’▇ obligation to disclose shall be delayed by such period of time reasonably resulting from ▇▇▇▇▇▇’▇ delay, but no less than the period of ▇▇▇▇▇▇’▇ delay. 6.5 If ▇▇▇▇▇▇ requires additional Kamada resource time or requires consultancy and advice after using the [*****] personnel hours, which are for no additional consideration, or after [*****] from the Effective Date, the Parties may mutually agree on reasonable support. Whenever support including support provided under Section 6.2(c) requires Kamada personnel to travel to ▇▇▇▇▇▇’▇ facilities or any other facility determined by ▇▇▇▇▇▇, ▇▇▇▇▇▇ shall bear all reasonable travel expenses (including accommodation) and a per diem [*****] per day for meals. For additional support beyond the [*****] personnel hours under Section 6.2(c) ▇▇▇▇▇▇ shall pay the hourly fees of the Kamada employees traveling to ▇▇▇▇▇▇ as follows: for [*****] per hour, for [*****] per hour, for [*****] per hour and [*****] (e.g., [*****] per hour. The hourly fees of other Kamada employees which are not described above, traveling to ▇▇▇▇▇▇ shall be determined on a case-by-case basis. Following a ▇▇▇▇▇▇ request for additional support Kamada will provide the estimated cost including hourly rates. During such support, Kamada will periodically provide ▇▇▇▇▇▇ with a detailed report of the hours worked by such Kamada employees, the employees utilized, and the employee rates which are to be charged to ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall pay all fees and expenses due to Kamada under this Section 6.5 within [*****] days of its receipt of an invoice related thereto. [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission. 6.6 Neither Party shall be obliged to disclose any information to the other if it is prevented from doing so by an obligation to another person, provided, however, that the Parties agree to make all reasonable efforts to obtain consent to disclose such information. If that obligation is not absolute but is conditional upon the observance of conditions there shall be no obligation to make such disclosure except against an undertaking to observe such conditions. 6.7 If ▇▇▇▇▇▇ finds information and data provided by Kamada incorrect or incomplete, ▇▇▇▇▇▇ may request that Kamada provide additional information necessary to correct or supplement previous information, and Kamada shall provide such information and data without undue delay, provided that such information is within Kamada’s possession. 6.8 Kamada shall not at any time after the Effective Date destroy any relevant documents related to the A1PI technology, and in particular Kamada will not destroy or dispose of any documents related to the clinical investigation of the A1PI and A1PI containing products without notice to ▇▇▇▇▇▇. If ▇▇▇▇▇▇ desires to dispose of any such document, Kamada shall inform ▇▇▇▇▇▇ of such desire to dispose of such documents, and shall, at ▇▇▇▇▇▇’▇ option, disclose any such document to ▇▇▇▇▇▇ without undue delay.
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Technology Sharing. 6.1 Notwithstanding the use of the term ‘Technology Sharing’ and notwithstanding anything contained in this Agreement or any of the Related Agreements to the contrary, nothing in any of the Transaction Documents is intended to or is to be interpreted as an obligation of Kamada to transfer legal title to any of the intellectual property assets licensed by Kamada under this Agreement to ▇B▇▇▇▇▇. Further, for the avoidance of doubt, the term ‘Technology Sharing Plan’ (and its related defined terms) is intended to refer to the process by which Kamada will disclose to ▇B▇▇▇▇▇ and will train ▇B▇▇▇▇▇ with respect to the skills, knowledge, technologies and methods of manufacturing that Kamada possesses (or will develop during the Term) to ensure that ▇B▇▇▇▇▇ is able to exploit such skills, knowledge, technologies and methods in the ▇B▇▇▇▇▇ Territory as more specifically detailed in Exhibit 1.67 to this Agreement.
6.2 Kamada expressly undertakes, under the provisions set forth below and as further set forth in the Technology Sharing Plan (Exhibit 1.67) the following:
(a) by [*****], for no additional consideration, to complete a speedy and efficient disclosure to ▇B▇▇▇▇▇ of all Technology Sharing Documentation, including, without limitation, Regulatory Documentation, all documentation related to yield improvement for A1PI, and all other information, materials and documentation reasonably necessary for or directly related to ▇B▇▇▇▇▇’▇ exercise of the rights licensed herein as listed in Exhibit 1.39, as well as all copies of documents reasonably requested by ▇B▇▇▇▇▇, provided that such documents are in Kamada’s possession and that such access shall comply with all state and federal statute requirements;
(b) until the end of the Technology Sharing Term, to provide ▇B▇▇▇▇▇ and relevant health authorities with such access to Kamada’s offices and laboratory and production facilities in Israel as is reasonable to advance the sharing of Kamada’s technology under the Technology Sharing Plan, upon prior coordination with Kamada of at least [*****] and during normal business hours, provided that such visits may not unduly burden Kamada’s normal work activities, and to provide consultation and advice reasonably requested by ▇B▇▇▇▇▇ or any said authority during any such visit, all for no additional consideration;
(c) for [*****], to provide ▇B▇▇▇▇▇ and ▇B▇▇▇▇▇’▇ third party contract partners with all other consultation and advice necessary or evidently beneficial for effecting said disclosure, including training and consultation performed at such locations as determined in the Technology Sharing Plan, with Kamada providing up to an aggregate amount of [*****] for no additional consideration to fulfill its obligations under the Technology Sharing Plan. For clarity, the [*****] shall include all time spent by Kamada personnel or its outside advisors in fulfilling its obligations under the Technology Sharing Plan unless otherwise specifically indicated under the Technology Sharing Plan. [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission.
(d) until the end of the Technology Sharing Term, to supply ▇B▇▇▇▇▇, for no additional consideration, with quantities of the Biologic Material as listed in Exhibit 1.39 necessary or beneficial for ▇B▇▇▇▇▇ to start development of the manufacturing of ▇B▇▇▇▇▇ Products and to establish production of the ▇B▇▇▇▇▇ Products at its own facilities provided that such biological material is in Kamada's possession and that ▇B▇▇▇▇▇ bears all costs associated with shipping the Biologic Material; and,
(e) until the end of the Technology Sharing Term, ensure that, throughout the disclosure process it shall have adequate numbers of persons qualified to provide the foregoing assistance and services to ▇B▇▇▇▇▇.
6.3 Notwithstanding the dates and timelines set forth in this Agreement and in Exhibit 1.67, the Parties acknowledge and agree that the timelines and dates shall be accelerated pursuant to the Distribution Agreement in the event of a Failure (as such term is defined therein). The Parties further agree that time is of the essence as regards all said actions, and in particular the disclosure of Kamada Licensed Know-How, technology, Biological Material, Technology Sharing Documentation and other information and materials to ▇B▇▇▇▇▇.
6.4 Kamada shall use its Commercially Reasonable Efforts to complete the timely disclosure to ▇B▇▇▇▇▇ of all Technology Sharing Documentation, Kamada Licensed Know-How, Biological Material, Regulatory Documentation, and other documentation and materials as set forth in Sections 6.2(a) and 6.2(d), except that if any delay in such disclosure is the result of a delay by ▇B▇▇▇▇▇, ▇K▇▇▇▇▇’▇ obligation to disclose shall be delayed by such period of time reasonably resulting from ▇B▇▇▇▇▇’▇ delay, but no less than the period of ▇B▇▇▇▇▇’▇ delay.
6.5 If ▇B▇▇▇▇▇ requires additional Kamada resource time or requires consultancy and advice after using the [*****] personnel hours, which are for no additional consideration, or after [*****] from the Effective Date, the Parties may mutually agree on reasonable support. Whenever support including support provided under Section 6.2(c) requires Kamada personnel to travel to ▇B▇▇▇▇▇’▇ facilities or any other facility determined by ▇B▇▇▇▇▇, ▇▇▇▇▇▇ shall bear all reasonable travel expenses (including accommodation) and a per diem [*****] per day for meals. For additional support beyond the [*****] personnel hours under Section 6.2(c) ▇B▇▇▇▇▇ shall pay the hourly fees of the Kamada employees traveling to ▇B▇▇▇▇▇ as follows: for [*****] per hour, for [*****] per hour, for [*****] per hour and [*****] (e.g., [*****] per hour. The hourly fees of other Kamada employees which are not described above, traveling to ▇B▇▇▇▇▇ shall be determined on a case-by-case basis. Following a ▇B▇▇▇▇▇ request for additional support Kamada will provide the estimated cost including hourly rates. During such support, Kamada will periodically provide ▇B▇▇▇▇▇ with a detailed report of the hours worked by such Kamada employees, the employees utilized, and the employee rates which are to be charged to ▇B▇▇▇▇▇. ▇B▇▇▇▇▇ shall pay all fees and expenses due to Kamada under this Section 6.5 within [*****] days of its receipt of an invoice related thereto. [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission.
6.6 Neither Party shall be obliged to disclose any information to the other if it is prevented from doing so by an obligation to another person, provided, however, that the Parties agree to make all reasonable efforts to obtain consent to disclose such information. If that obligation is not absolute but is conditional upon the observance of conditions there shall be no obligation to make such disclosure except against an undertaking to observe such conditions.
6.7 If ▇B▇▇▇▇▇ finds information and data provided by Kamada incorrect or incomplete, ▇B▇▇▇▇▇ may request that Kamada provide additional information necessary to correct or supplement previous information, and Kamada shall provide such information and data without undue delay, provided that such information is within Kamada’s possession.
6.8 Kamada shall not at any time after the Effective Date destroy any relevant documents related to the A1PI technology, and in particular Kamada will not destroy or dispose of any documents related to the clinical investigation of the A1PI and A1PI containing products without notice to ▇B▇▇▇▇▇. If ▇K▇▇▇▇▇ desires to dispose of any such document, Kamada shall inform ▇B▇▇▇▇▇ of such desire to dispose of such documents, and shall, at ▇B▇▇▇▇▇’▇ option, disclose any such document to ▇B▇▇▇▇▇ without undue delay.
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