Common use of Knowledge Transfer Procedures Clause in Contracts

Knowledge Transfer Procedures. (a) Company shall within thirty (30) Business Days from the Effective Date of this Agreement, transfer to the Transferee such Company Know-How, including any preclinical data, clinical data, assays and associated materials, protocols, procedures, and any other information in Company’s Control, as is reasonably necessary or useful to continue or initiate Development 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 the Compound or a Covered Product, during the Transfer Period, Company agrees, upon reasonable notice and pre-arrangement, to make its employees that are knowledgeable of Covered Product (or 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 support, that may reasonably be requested by the Transferee, relating to the Development and registration of 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 incurred 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 Company for support in connection with training, set-up, or other assistance in establishing Transferee or Permitted Transferee or an in-Territory manufacturer’s procedures, facility and capabilities for the Manufacture or supply of Covered Products for the Territory, the Company shall promptly upon Transferee or Permitted Transferee request shall assist and support the Transferee and Permitted Transferee in establishing Manufacturing in the Territory. Transferee 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 having been incurred and the time incurred by Company personnel in providing such assistance.

Knowledge Transfer Procedures. (a) Company shall within thirty (30) Business Days from the Effective Date of this Agreement, promptly transfer to Transferee, as soon as reasonably practicable, and at no additional cost to Transferee or Permitted Transferee (other than the Transferee 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 Controlpossession or control, as is reasonably necessary or useful to continue or initiate Development and Commercialization of a of, or in seeking Regulatory Approval for, or to Commercialize the 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 the a Compound or a Covered Product, during the Transfer Period, Company agrees, upon reasonable notice and pre-arrangement, agrees to make its employees personnel that are knowledgeable of the Covered Product (or the any constituent 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 requested required by the Transferee, relating to the Development and registration Commercialization of a the 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 incurred and the time incurred by Company personnel in providing such supportincurred. (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, facility procedures and capabilities for the Manufacture manufacture or supply of Covered Products for the Territory, the Company shall promptly upon Transferee or Permitted Transferee Transferee’s request shall assist make Commercially Reasonable Efforts to facilitate the establishment of a relationship with such Company Manufacturer, and support the Transferee grant all consents and Permitted Transferee releases required in establishing Manufacturing in the Territoryconnection with such engagement. 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 having been incurred and charged to Company by the time incurred by Company personnel in providing Manufacturer for such assistancesupport.

Knowledge Transfer Procedures. (a) Company shall within thirty (30) Business Days from Upon request of Transferee following the Effective Date of this Agreement, transfer to the Transferee such Company Know-How, including any preclinical data, clinical data, assays and associated materials, protocols, procedures, and any other information in Company’s Control, as is reasonably necessary or useful to continue or initiate Development 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 AgreementDate, Company shall deliver such information and documents promptly transfer to Transferee as soon as reasonably practicablepracticable copies of all Existing Know-How (“Initial Know-How Transfer”). Thereafter throughout the Improvement Period, Company shall promptly transfer to Transferee all Company Know-How (other than Company Materials, access to which is addressed under Section 3.3 above) acquired by Company since the previous transfer of Know-How. The Initial Know-How Transfer shall be carried out at no cost to Transferee. With respect to all subsequent transfers of Know-How, 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 the Compound or a Covered Product, during the Transfer Period, Company agrees, upon reasonable notice and pre-arrangement, to make its employees that are knowledgeable of Covered Product (or 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 support, that may reasonably be requested by the Transferee, relating to the Development and registration of 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 Supportcarrying out such transfer, subject to Company providing documented evidence of such Out-of-Pocket Expenses having been incurred incurred. (b) In the event that Transferee desires to obtain support for the Development of a Covered Product, Company agrees to make its personnel that are knowledgeable of the Covered Product (or any constituent Compound), its properties, and the time functions, reasonably available to Transferee 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 support at no cost and to provide such further support as reasonably requested, subject to Transferee reimbursement of Reimbursable Costs that shall reasonably be incurred by Transferee, relating to the Development and Commercialization of the Covered Product (the foregoing activities being referred to as “Development Support”). Transferee shall reimburse Company personnel for Company’s Reimbursable Costs and Out-of-Pocket Expenses incurred in providing Development Support, subject to Company providing documented evidence of such supportOut-of-Pocket Expenses and Reimbursable Costs having been incurred. (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, facility procedures and capabilities for the Manufacture manufacture or supply of Covered Products for the Territory, the Company shall promptly upon Transferee or Permitted Transferee request shall assist and support the Transferee’s request, use Commercially Reasonable Efforts to facilitate establishing a direct relationship between Transferee and Permitted Transferee such Company Manufacturer, and agrees to grant all consents and releases that may be required on Company’s part in establishing Manufacturing in the Territoryconnection with such engagement. 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 having been incurred and charged to Company by the time incurred by Company personnel Manufacturer for such support. Execution Copy (d) Transfer of Transferee Improvement Know-How to Company shall be carried with the terms in providing Section 3.4(a) applying mutatis mutandis to such assistancetransfers.