Technical Transfer Services Sample Clauses

Technical Transfer Services. (a) Subject to Section 2.04(b), from time to time during the Term Supplier shall (or shall procure that any of its Affiliates shall), if requested by Purchaser, provide Technical Transfer Services to the New Product Supplier. If so requested, Supplier (or its Affiliate) and Purchaser shall, and Purchaser shall cause the New Product Supplier to, meet to discuss and agree on a plan that sets out the respective obligations of the Parties and the New Product Supplier in relation to those Technical Transfer Services. The Parties shall (and shall cause each of their Affiliates to and in the case of Purchaser, the New Product Supplier to) act reasonably when working together to produce a plan in relation to any Technical Transfer Services under this Section 2.04(a). (b) If the New Product Supplier receives more than two hundred (200) hours in aggregate of Technical Transfer Services from Supplier or its Affiliates in respect of the Product, Purchaser shall reimburse Supplier for any direct out-of-pocket costs and expenses incurred by Supplier or its Affiliates in the provision of any such Technical Transfer Services in excess of that two hundred (200) hour threshold, together with a margin of 10 percent (10%).

Technical Transfer Services. 2.5.1 Within ten (10) days of the Execution Date, the Parties shall form a technical transfer team (the “Technical Team”), who shall coordinate and oversee the transfer of the Purchased Assets and the transfer to Purchaser of all NK-1 Know How, NK-1 Records, Retained Information, and all technical information and support reasonably necessary to enable Purchaser to assume responsibility for the development, testing and manufacture of the NK-1 Compounds as practiced by Seller prior to the Execution Date. The Technical Team shall consist of representatives from each of Purchaser and Seller or their designees. 2.5.2 Promptly following the Closing, Seller shall, with input from the Technical Team, commence the transfer of all technical information and support reasonably necessary to enable Purchaser to assume responsibility for the development, testing and manufacture of the NK-l Compounds (the “Technical Transfer Services”), including the Technical Transfer Services to be provided by Seller to Purchaser as set forth in Schedule 2.5. In connection with the foregoing, Seller shall provide Purchaser (and/or Purchaser’s designee), at Seller’s expense: (a) The reasonable assistance of its then current employees and reasonable access to its other internal resources to provide Purchaser with a reasonable level of technical assistance and consultation in connection with the transfer of the NK-1 Program to Purchaser; and (b) copies of all production outlines, standard testing requirements, standard operating procedures, technology, documents, data, or other information that constitutes the NK-1 Know-How.

Technical Transfer Services. CLP will provide to ANI the manufacturing information and related analytical methods for the Product. ANI will perform and/or provide all testing, documentation and support needed for submission and approval of a CBE 30 of the Product. CLP has agreed to forego manufacturing/testing/stability of a small scale exhibit batch and utilize the first scale-up batch as both the submission batch and first validation batch. At CLP’s request, ANI will perform in a timely manner all technical transfer services detailed on and at the agreed upon costs outlined on Schedule 2.2.

Technical Transfer Services. Seller shall conduct a technology transfer to Purchaser of all NK-1 Know How, the applicable Retained Information, and all other technical information and support embodied therein reasonably necessary to enable Purchaser to assume responsibility for the development, testing and manufacture of the NK-1 Compounds (the “Technical Transfer Services”) and shall otherwise provide ongoing assistance to Purchaser as described in Section 2.5 hereof. Seller shall provide such services to Purchaser (and/or Purchaser’s designee), including the services set forth below, at **** expense, during the period commencing on the Closing Date and continuing until the **** or ****, whichever is ****. Upon the **** year anniversary of the Closing Date or the date by which Seller has fully transferred to Purchaser the Purchased Assets, ****, the Technical Team shall be disbanded and for **** thereafter, Seller shall make former Technical Team members (or currently employed personnel comparably knowledgeable in the relevant functional areas) available to Purchaser to respond to Purchaser’s questions about the Purchased Assets, NK-1 Know-How, Retained Information or Retained Intellectual Property. The Parties’ representatives comprising the Technical Team shall have the ability to mutually agree to modify in writing the schedule and mechanism for transfer outlined below as reasonably required and in the event the Parties deem it in their mutual interest. Seller shall inform the FTC of such modifications to such schedule and mechanism for transfer in the compliance reports Seller is required to submit under the terms of the Consent Order, provided, however, if any such modification impacts Seller’s obligations under the Consent Order, Seller shall notify the FTC of such modification as soon as practicable.

Technical Transfer Services. ANI will perform all technical transfer services, manufacturing scale-up of the Product formulations provided by CLP and all necessary stability studies as further detailed in Exhibits B, C, D and E.