Technical Assistance from Manufacturer Sample Clauses

Technical Assistance from Manufacturer. If requested by Acorda at any time during the Term or for [*****] thereafter, Manufacturer shall provide such technical assistance and technology transfer, if any, as Acorda or its third party designee(s) may require to manufacture Supplied Product to the then-current Specifications for Supplied Product at an alternative location. Any such technical assistance and technology transfer shall be provided by Manufacturer at reasonable hourly cost based on market value to be set by Manufacturer and agreed upon by the Parties, and will be at Acorda’s cost and expense. Where such transfer is solely due to Manufacturer’s material breach of this Agreement, Acorda’s termination of this Agreement under Section 8.2(a), such technical assistance and technology transfer shall be at Manufacturer’s cost and expense. However, where the material breach is due to Serious Performance Failure, Manufacturer’s cost and expense shall be limited to Manufacturer’s internal expertise and knowledge to support the technology transfer activities and all other costs are to be borne by Acorda.