Common use of R&D Technology Transfer Clause in Contracts

R&D Technology Transfer. As soon as practicable, but in no case later than fifteen (15) Business Days after the Effective Date, the Parties shall meet in person at MacroGenics’ offices to discuss and agree upon a written transition plan, that will, at a minimum include the items set forth on Exhibit E. Beginning on the Effective Date and for a period of one hundred five (105) days after the Effective Date (the “Transition Period”), MacroGenics shall use Commercially Reasonable Efforts to transfer to Provention, or its designee, and Provention shall cooperate in good faith to support MacroGenics’ transfer of, such activities and responsibilities related to the Compound and the Products set forth in, and in accordance with, a transition plan (such plan, the “Development Transition Plan”; such transfer, the “R&D Technology Transfer”) to be agreed on a commercially reasonable basis and in good faith between the Parties. The Development Transition Plan shall be designed to effect an efficient transfer from MacroGenics to Provention, or its designee, of (a) all Compound and Product-related Development, Manufacturing and regulatory responsibilities and documentation (which, for clarity, shall include any Regulatory Documentation directed to, and solely related to, Products) and (b) any other Information Controlled by MacroGenics that is reasonably necessary or useful for Provention’s research, Development or Commercialization of the Compound and the Products in accordance with the terms of this Agreement. Provention shall fund (i) all of the reasonable FTE Costs incurred by MacroGenics in the performance of the Development Transition Plan after the Transition Period and (ii) all third-party out-of-pocket expenses incurred by MacroGenics in the performance of the Development Transition Plan, to the extent such third-party out-of-pocket expenses are approved in advance by Provention. Provention shall pay such FTE Costs and such approved third-party out-of-pocket expenses within thirty (30) days following receipt of an invoice therefor.