Technology Transfer Transition Plan Clause Samples

Technology Transfer Transition Plan. As soon as practicable after the Closing Date, but in no case later than fifteen (15) Business Days after Closing the Parties shall meet in person at Seller’s offices to discuss and agree upon a written Technology Transition Plan that will, at a minimum, include the items set forth on Exhibit 8. Beginning on the Closing Date and for a period of one hundred and five (105) days after the Closing Date (the “Transition Period”), Seller shall use commercially reasonable efforts to transfer to Buyer, the Product Know-How, Transferred Materials and Transferable Books and Records in accordance with the Technology Transition Plan. As part of such technology transfer, for the first eighteen (18) months following the Closing Date, Seller shall provide to Buyer or its designee, such Product Know-How and Related Technology as reasonably requested by Seller to enable Seller to Develop, manufacture and Commercialize Products; provided that such Product Know-How and/or Related Technology is in Seller’s possession and reasonably capable of being transferred. Seller shall provide information and necessary support in accordance with the Technology Transition Plan. During the Transition Period, Seller shall bear its own expenses related to the Technology Transition Plan and the Technology Transfer. Buyer shall fund (a) all of the reasonable FTE costs incurred by Seller in the performance of the Technology Transition Plan after the Transfer Period and any subsequent transfer by Seller of Product Know-How, Transferred Materials or Transferable Books and Records on the basis of the FTE Rate per FTE and (b) all third party out-of-pocket expenses incurred by Seller in the performance of the Technology Transition Plan, to the extent such third party out-of-pocket costs are approved in writing in advance by Buyer. Buyer shall pay such FTE costs and such approved third party out-of-pocket expenses within thirty (30) days following receipt of an invoice therefor. Without limiting the foregoing, the Seller shall continue to support the technology transition efforts during the first eighteen (18) months following the Closing Date until all Transferred Materials and Transferable Books and Records have been effectively transferred to Buyer.