Common use of Technology Transfer Clause in Contracts

Technology Transfer. Subject to the terms and conditions of this Agreement (including, without limitation, Article 5 hereof), commencing promptly after the Amendment Date and throughout the Term, TGC shall provide to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (each, a “Celladon Designee”) all manufacturing and other technology and know-how in TGC’s possession (and, if not owned by TGC, that TGC has a right to disclose), that is necessary to practice the Manufacturing Process and to manufacture and test the Mydicar pre-bulk drug substance manufactured hereunder (the “Technology Transfer”), as more fully described below and in the Development Plan. It is contemplated that the Celladon Designee [*]; provided, however, that TGC shall not be responsible for any delays or failures to complete the Technology Transfer prior to the end of the Term to the extent caused by [*]. It is the intention of the parties that the Technology Transfer will enable the Celladon Designee(s) to replicate the Manufacturing Process to manufacture and test Mydicar in the same manner as TGC manufactures Mydicar pursuant to this Agreement and in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the Term. The Technology Transfer shall include at least the following activities during the Term: (a) TGC shall provide to Celladon or a Celladon Designee the existing analytical methods for conformance testing of Mydicar, including [*] (b) TGC shall provide to Celladon or a Celladon Designee [*] in all such cases (i) as are necessary to manufacture Mydicar as manufactured hereunder, to test Mydicar or to support regulatory filings for Mydicar, and (ii) to the extent in the possession and control of TGC; (c) TGC shall provide [*] in order to enable such Celladon Designee to manufacture Mydicar as manufactured hereunder and to test Mydicar [*] (d) TGC shall provide Celladon or a Celladon Designee [*]; and (e) TGC shall [*]

Technology Transfer. Subject to (a) Upon the terms and conditions completion of this Agreement Development Phase for each Product, Cardinal Health shall assist Purchaser in qualifying a second source selected by Purchaser (including, without limitation, Article 5 hereof), commencing promptly after the Amendment Date and throughout the Term, TGC shall provide to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (each, a “Celladon DesigneeSubstitute Manufacturer”) all to manufacture such Products in a tube presentation for Purchaser, providing technical assistance and documentation as necessary, at Purchaser’s expense. Such assistance shall include such manufacturing and other technology and know-how in TGC’s possession (and, if not owned by TGC, that TGC has a right so as to disclose), that is necessary permit the Substitute Manufacturer to practice the Manufacturing Process and to manufacture and test the Mydicar pre-bulk drug substance manufactured hereunder (the “Technology Transfer”), as more fully described below and Manufacture such Product in the Development Plantube presentation. It is contemplated that Cardinal Health agrees to cooperate with Purchaser to facilitate any technology transfer to the Celladon Designee [*]; providedSubstitute Manufacturer required in furtherance of the foregoing. The Substitute Manufacturer shall be used to produce a Product for sale only in the circumstances as set forth in Section 18(b) below. For purposes of clarity, however, that TGC Cardinal Health shall not be responsible for any delays or failures required to complete the Technology Transfer prior transfer technology related to the end of the Term DelPouch or Microsponge, except to the extent caused by [*]necessary to fill Microsponge entrapped with active and inactive ingredients into a tube. It is Prior to such transfer, the intention of the parties that the Technology Transfer will enable the Celladon Designee(s) Substitute Manufacturer shall be required to replicate the Manufacturing Process to manufacture sign a confidentiality and test Mydicar in the same manner as TGC manufactures Mydicar pursuant to this Agreement and in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the Term. The Technology Transfer shall include non-use agreement at least the following activities during the Term: (a) TGC shall provide to Celladon or a Celladon Designee the existing analytical methods for conformance testing as restrictive as that set forth in Section 15 of Mydicar, including [*]this Agreement. (b) TGC If for any reason Cardinal Health is unable to supply any Product to Purchaser or provide sufficient quantity of Product to meet Purchaser’s Minimum Purchase Requirements under this Agreement, after advance written notice to Cardinal Health from Purchaser and an opportunity to cure not to exceed an additional ***, Purchaser shall have the right to manufacture, or have manufactured by the Substitute Manufacturer, the Product in a tube presentation, provided that such right shall not include the right to manufacture the Microsponge or DelPouch. Purchaser’s Minimum Purchase Requirements, and payment obligations to Cardinal Health pursuant to this Agreement, shall be temporarily suspended until Cardinal Health can resume its manufacturing obligations or the expiration of any substitute manufacturing or supply agreement entered into by Purchaser with the substitute manufacturer. Notwithstanding the foregoing, Cardinal Health shall have no obligation to transfer DelPouch packaging components, equipment or related technology to any third party. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (c) Cardinal Health shall provide Purchaser with data on the chemical and physical properties, toxicity, and handling, storing, and shipping information for any materials supplied to Celladon Purchaser by Cardinal Health and any other information available to Cardinal Health that is necessary for the safe conduct of the manufacturing of the applicable Product by Purchaser or the Substitute Manufacturer. Cardinal Health shall supply Purchaser with pertinent information regarding health or safety hazards to workers relating to materials supplied to Purchaser by Cardinal Health. Cardinal Health shall update all of such information provided to Purchaser as such information becomes available to Cardinal Health. (d) In the event of any transfer of manufacturing responsibilities pursuant to this Article 18, Cardinal Health shall make available to Purchaser, and Purchaser shall purchase, Purchaser’s minimum requirements of Microsponge components entrapped with the appropriate active and inactive ingredients, as the case may be. The Parties shall negotiate in good faith with respect to the appropriate price for such Microsponge components, and, in any event, Cardinal Health shall offer such Microsponge components to Purchaser on terms no less favorable than the price attributable to the Microsponge components included in Product previously supplied pursuant to this Agreement. Cardinal Health shall have no obligations with respect to sale of DelPouch components, equipment or related technology. (e) At such time as Purchaser shall have the right to manufacture, or have manufactured, any Product in accordance with this Article 18, Cardinal Health shall be deemed to have granted to Purchaser a Celladon Designee [*] license under all of Cardinal Health’s patents and related know-how (and any improvement or modification thereof) to make, have made, use, have used, offer for sale, and import such Product in all the Territory, but only for such cases period of time that Cardinal Health is unable to supply the Products in accordance with the terms of this Agreement, and (i) as are necessary with respect to manufacture Mydicar as manufactured hereunderthe EpiQuin Products, only for use in the field of pigmentation disorders, and only to test Mydicar or to support regulatory filings for Mydicarthe extent such Product is available by prescription, and (ii) with respect to the Benzoyl Peroxide Products, only to the extent such Product is available by prescription. Such license shall bear no royalties, other than payments for Microsponge components in the possession and control of TGC; (caccordance with Section 18(d) TGC shall provide [*] in order to enable such Celladon Designee to manufacture Mydicar as manufactured hereunder and to test Mydicar [*] (d) TGC shall provide Celladon or a Celladon Designee [*]; and (e) TGC shall [*]above.

Technology Transfer. Subject Beginning on the Effective Date, Manufacturer and Purchaser shall use commercially reasonable and diligent efforts to the terms initiate, implement and conditions of this Agreement (including, without limitation, Article 5 hereof), commencing promptly after the Amendment Date and throughout the Term, TGC shall provide complete a technology transfer to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (each, a “Celladon Designee”) all manufacturing and other technology and know-how in TGCPurchaser’s possession (and, if not owned by TGC, that TGC has a right to disclose), that is necessary to practice the Manufacturing Process and to manufacture and test the Mydicar pre-bulk drug substance manufactured hereunder Facility (the “Technology Transfer”)) to enable Purchaser to manufacture (or have manufactured) each Product on a commercial scale, sufficient to meet Purchaser’s requirements of such Product for Distribution in the United States and Seller’s (and its Affiliates’) requirements of each Seller Product for Distribution in the Seller Countries, as more fully described below applicable, which Technology Transfer shall include the following activities: (i) Purchaser’s installation of ER Line 2 promptly following receipt at Purchaser’s Facility and such Purchaser’s Facility being appropriately updated to receive ER Line 2; (ii) Purchaser’s provision of equipment suitable for the manufacture of IR Products at Purchaser’s Facility as soon as possible following the Effective Date; (iii) Purchaser’s performance of technology transfer of the manufacturing processes for both the ER Products and IR Products; (iv) Manufacturer’s provision of a forecast of Seller’s and its Affiliates’ anticipated requirements of Seller Products for Distribution in the Development Plan. It is contemplated that Seller Countries, which forecast shall be updated quarterly during the Celladon Designee [*]Term; (v) Manufacturer’s transfer of all manufacturing know-how and technical information related to Products, including all such know-how and technical information provided by Grünenthal GmbH to Manufacturer and its Affiliates pursuant to the License; (vi) if other CII products are manufactured at Purchaser’s Facility, Purchaser’s submission to the DEA of all documentation required to register Purchaser’s Facility with respect to tapentadol or, if no CII products are manufactured at Purchaser’s Facility, Purchaser’s performance of all activities necessary to prepare Purchaser’s Facility for CII products and submission to the DEA of all documentation required to register Purchaser’s Facility with the DEA; (vii) Purchaser’s performance of all activities (including all qualification and validation activities) necessary to obtain Regulatory Approval to manufacture Products for Distribution in the United States, at Purchaser’s Facility, using the equipment at Purchaser’s Facility to manufacture IR Products and ER Line 2 to manufacture ER Products, which activities shall include stability and bioequivalence studies with respect to registration/validation batches of Products manufactured at Purchaser’s Facility and shall be performed using API supplied to Purchaser pursuant to the API Supply Agreement; (viii) Purchaser’s performance of all activities (including all qualification and validation activities) necessary to obtain Regulatory Approval to manufacture Seller Products for Distribution in the Seller Countries, in Purchaser’s Facility and using the equipment at Purchaser’s Facility to manufacture immediate release Seller Products and ER Line 2 to manufacture extended release Seller Products, which activities shall include stability studies and the bioequivalence study described in the first sentence of Section 4.2(d) and shall be performed using API supplied to Purchaser pursuant to the API Supply Agreement; provided, however, that TGC if any such activity solely supports the manufacture of Seller Products for Distribution in the Seller Countries, such API shall be provided to Purchaser by Seller at no cost; provided further, however, that, if any such activity is substantially (but not be responsible for any delays or failures to complete the Technology Transfer prior solely) related to the end manufacture of Seller Products for Distribution in the Seller Countries and is also required for the manufacture of Products for Distribution in the United States, the Parties shall agree upon an appropriate allocation of the Term to the extent caused by [*]. It is the intention costs of the parties that the Technology Transfer will enable the Celladon Designee(s) to replicate the Manufacturing Process to manufacture and test Mydicar in the same manner as TGC manufactures Mydicar pursuant to this Agreement and in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the Term. The Technology Transfer shall include at least the following activities during the Term: (a) TGC shall provide to Celladon or a Celladon Designee the existing analytical methods for conformance testing of Mydicar, including [*] (b) TGC shall provide to Celladon or a Celladon Designee [*] in all such cases (i) as are necessary to manufacture Mydicar as manufactured hereunder, to test Mydicar or to support regulatory filings for Mydicar, and (ii) to the extent in the possession and control of TGCactivity; (cix) TGC shall provide [*] following completion of the activities described in order clause (vii), Purchaser’s submission of an application to enable such Celladon Designee the FDA for Regulatory Approval to manufacture Mydicar as manufactured hereunder and to test Mydicar [*]Products, for Distribution in the United States, at Purchaser’s Facility; (dx) TGC following completion of the activities described in clause (viii), Manufacturer’s submission, on a country-by-country basis, of an application to the applicable Regulatory Authorities in each of the Seller Countries for Regulatory Approval to manufacture Seller Products, for Distribution in such country, at Purchaser’s Facility; (xi) on a country-by-country basis, Purchaser’s scale-up of Product and Seller Product manufacturing at Purchaser’s Facility, and Manufacturer’s corresponding wind-down of Product manufacturing at Manufacturer’s Facility, within a reasonable period of time following receipt of the Regulatory Approvals described in clauses (ix) and (x) with respect to each country; (xii) the Parties’ development of a transition plan for DEA Procurement Quota for purposes of discontinuation of Product manufacturing at Manufacturer’s Facility and transition of all Product manufacturing to Purchaser’s Facility, which shall provide Celladon or a Celladon Designee [*]be subject to approval by the DEA; and (exiii) TGC Purchaser’s installation of ER Line 1 and performance of all activities (including all qualification and validation activities) necessary to obtain Regulatory Approval to manufacture ER Products for Distribution in the United States and to manufacture extended release Seller Products for Distribution in the Seller Countries in Purchaser’s Facility using ER Line 1, which activities shall [*]include stability studies and the bioequivalence study described in the first sentence of Section 4.2(d) and be performed using API supplied to Purchaser pursuant to the API Supply Agreement; provided, however, if any such activity solely supports the manufacture of Seller Products for Distribution in the Seller Countries, such API shall be provided to Purchaser by Seller at no cost; provided further, however, that if any such activity is substantially (but not solely) related to the manufacture of Seller Products for Distribution in the Seller Countries and is also required for the manufacture of Products for Distribution in the United States, the Parties shall agree upon an appropriate allocation of the costs of such activity.

Technology Transfer. Subject 7.1 If for any reason EDT is unable to manufacture Product or provide sufficient quantity of Product to meet SM’s Minimum Purchase Requirements under this Agreement, after advance written notice to EDT from SM and an opportunity to cure not to exceed an additional ***, SM shall have the terms right to manufacture, or have manufactured by any substitute manufacturer, the Product, in addition to its other rights and conditions of privileges under this Agreement Agreement. In such event, EDT shall assist SM in qualifying a second source for the active ingredients in Product (including, without limitation, Article 5 hereofexcluding microsponge), commencing promptly after the Amendment Date providing technical assistance and throughout the Termdocumentation as necessary, TGC shall provide to a Third Party contract including such manufacturing organization or contract research organization (as applicable) designated by Celladon (each, a “Celladon Designee”) all manufacturing and other technology and know-how so as to permit another entity to manufacture such active ingredients, and EDT agrees to cooperate with SM to facilitate any technology transfer (excluding microsponge) required in TGCfurtherance of the foregoing. SM’s possession (andMinimum Purchase Requirements, if not owned and payment obligations to EDT pursuant to this Agreement, shall be temporarily suspended until EDT or the Contract Manufacturer can resume its manufacturing obligations or the expiration of any substitute manufacturing or supply agreement entered into by TGCSM with the substitute manufacturer 7.2 EDT shall provide SM with data on the chemical and physical properties, that TGC has a right toxicity, and handling, storing, and shipping information for any materials supplied to disclose), SM by EDT and any other information available to EDT that is necessary to practice for the Manufacturing Process and to manufacture and test the Mydicar pre-bulk drug substance manufactured hereunder (the “Technology Transfer”), as more fully described below and in the Development Plan. It is contemplated that the Celladon Designee [*]; provided, however, that TGC shall not be responsible for any delays or failures to complete the Technology Transfer prior to the end safe conduct of the Term to the extent caused by [*]. It is the intention manufacturing of the parties that Product by SM or the Technology Transfer will enable substitute manufacturer. EDT shall supply SM with pertinent information regarding health or safety hazards to workers relating to materials supplied to SM by EDT. EDT shall update all of such information provided to SM as such information becomes available to EDT. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Celladon Designee(s) to replicate Commission. 7.3 In the Manufacturing Process to manufacture and test Mydicar in the same manner as TGC manufactures Mydicar event of any transfer of manufacturing responsibilities pursuant to this Agreement Article 7, EDT shall make available to SM, and SM shall purchase, SM’s minimum requirements of microsponge components. The Parties shall negotiate in good faith with respect to the appropriate price for such microsponge components, and, in any event, EDT shall offer such microsponge components to SM on terms no less favorable than the price attributable to the microsponge components included in Product previously supplied pursuant to this Agreement. 7.4 At such time as SM shall have the right to manufacture, or have manufactured, the Product in accordance with this Article 7, EDT shall be deemed to have granted to SM a license, under the Patents and Know-How (and any improvement in or modification thereof) to make, have made, use, have used, offer for sale, sell and import the Product for the Field in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the TermTerritory. The Technology Transfer Such license shall include at least the following activities during the Term: (a) TGC shall provide to Celladon or a Celladon Designee the existing analytical methods ***, other than payments for conformance testing of Mydicar, including [*] (b) TGC shall provide to Celladon or a Celladon Designee [*] microsponge components in all such cases (i) as are necessary to manufacture Mydicar as manufactured hereunder, to test Mydicar or to support regulatory filings for Mydicar, and (ii) to the extent in the possession and control of TGC; (c) TGC shall provide [*] in order to enable such Celladon Designee to manufacture Mydicar as manufactured hereunder and to test Mydicar [*] (d) TGC shall provide Celladon or a Celladon Designee [*]; and (e) TGC shall [*]accordance with Section 7.3 above.

Technology Transfer. Subject (a) Sublicensee acknowledges and agrees that ECC has delivered and made to Sublicensee a disclosure of a general introduction to the terms Technology and conditions to its commercial feasibility prior to the execution of this Agreement. Except to the extent such information falls within one or more of the exceptions to the definition of "Confidential Information", all information disclosed by ECC to Sublicensee prior to the execution of this Agreement (including, without limitation, Article 5 hereof), commencing promptly after the Amendment Date and throughout the Term, TGC shall provide be deemed to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (each, a “Celladon Designee”) all manufacturing and other technology and know-how in TGC’s possession (and, if not owned by TGC, that TGC has a right to disclose), that is necessary to practice the Manufacturing Process and to manufacture and test the Mydicar pre-bulk drug substance manufactured hereunder (the “Technology Transfer”), as more fully described below and in the Development Plan. It is contemplated that the Celladon Designee [*]; provided, however, that TGC shall not be responsible for any delays or failures to complete constitute part of the Technology Transfer prior and shall be deemed to the end of the Term to the extent caused by [*]. It is the intention of the parties that the Technology Transfer will enable the Celladon Designee(s) to replicate the Manufacturing Process to manufacture and test Mydicar in the same manner as TGC manufactures Mydicar pursuant to this Agreement and in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the Termbe confidential. The Technology Transfer timing and extent of additional disclosure by ECC to Sublicensee shall include at least the following activities during the Term: (abe as set forth in subparagraph 22(b) TGC shall provide to Celladon or a Celladon Designee the existing analytical methods for conformance testing of Mydicar, including [*]hereof. (b) TGC Upon execution of this Agreement, ECC shall provide Sublicensee with copies of the patents listed in Section B of Exhibit "B" hereto. Beyond that, ECC shall not be required to Celladon provide additional information concerning, or a Celladon Designee [*] in all such cases disclosure of, the Technology to Sublicensee until Sublicensee provides to ECC (i) as are necessary written notice of Sublicensee's intent to manufacture Mydicar as manufactured hereundercommercialize a Product, to test Mydicar or to support regulatory filings which written notice shall include detailed specifications for Mydicarthe designated Product, and (ii) evidence, reasonably satisfactory to ECC, of Sublicensee's intent to commercialize the designated Product in the form of written documentation of orders placed by Sublicensee of the equipment needed by Sublicensee to produce and commercialize the designated Product or in the form of written documentation from Sublicensee confirming the dedication and/or modification of existing equipment necessary to produce the designated Product. Within ninety (90) days after ECC's receipt of the items described in the preceding sentence, ECC shall provide to Sublicensee the following additional disclosure: (w) a Product specific recipe for the production of the designated Product; (x) Product specific process specifications for the production of the designated Product; (y) copies of all patent applications listed in the Exhibits hereto that ECC deems relevant to the extent in production of the possession designated Product; and control (z) a list of TGC; (c) TGC shall provide [*] in order to enable such Celladon Designee to manufacture Mydicar as manufactured hereunder known raw materials suppliers and to test Mydicar [*] (d) TGC shall provide Celladon or a Celladon Designee [*]; and (e) TGC shall [*]preferred equipment vendors.

Technology Transfer. Subject Prior to manufacturing the terms Product, a technology transfer of the manufacturing process will be performed from Purchaser to SWI. Purchaser shall disclose (and conditions of this Agreement (includingprovide copies, without limitation, Article 5 hereof), commencing promptly after the Amendment Date and throughout the Term, TGC shall provide to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (each, a “Celladon Designee”) to SWI all manufacturing and other technology and know-how information related to the manufacture of the Product in TGCPurchaser’s possession (and, if not owned by TGC, that TGC has a right to disclose)possession, that is necessary required for the manufacture of the Product by SWI (collectively “Manufacturing Technology”); provided that any such information is used solely for the purpose of manufacturing the Product in accordance with this Agreement. SWI acknowledges that such Manufacturing Technology is and shall remain the sole property of Purchaser and/or its Affiliates, and nothing herein shall be deemed to practice convey to SWI any right therein except as required for the purpose of manufacturing the Product in accordance with this Agreement. The steps, planning and obligations of the Parties regarding the transfer of the Manufacturing Process and to manufacture and test Technology for such Product are set forth in the Mydicar pre-bulk drug substance manufactured hereunder technology transfer master plan attached in Exhibit D (the “Technology TransferTransfer Master Plan”). Provided that Purchaser supply SWI with the needed amount of Compound at *** to SWI, SWI will manufacture the required number of Batches as more fully described below and outlined in the Development PlanTechnology Transfer Master Plan and a minimum of *** validation Batches of Product. It is contemplated that the Celladon Designee [*]; provided, however, that TGC Purchaser shall not be responsible for any delays or failures and all regulatory requirements with respect to complete the Product. SWI shall provide to Purchaser data required by Purchaser to qualify SWI’s facility as per the Technology Transfer prior to Master Plan. Upon request, Purchaser will provide SWI with, assistance or on-site support as may be reasonably required by SWI in connection with the end transfer of the Term to the extent caused by [manufacturing technology. Such assistance will be provided *]. It is the intention ** for a number of the parties that days as set forth in the Technology Transfer will enable Master Plan. Purchaser shall support the Celladon Designee(sone-time costs as described in the Technology Transfer Master Plan and purchase from SWI each validation Batch that meets the Specifications at the Price set forth in Exhibit B. If any of the validation Batches of a Product does not comply with the Specifications, Supplier shall have *** (***) months to replicate re-manufacture and deliver the Manufacturing Process number of validation Batch(es) that failed to meet the Specifications. If SWI is unable within that *** (***)-month period to manufacture and test Mydicar deliver to Purchaser the validation Batch(es), Section 9.2(c) shall apply. Purchaser will be reimbursed for *** any validation Batches that fail to meet the Specifications, in the same manner as TGC manufactures Mydicar pursuant event that such failure is due to this Agreement and in SWI’s mistake, negligence or failure to follow Purchaser’s instructions. In the same manner as TGC tests event any validation batches fail to meet the Specifications for any other reason, except for Purchaser’s mistake, negligence or has tested Mydicar as failure to provide SWI with any portion of the Amendment Date or during the Term. The Technology Transfer shall include at least the following activities during the Term: (a) TGC shall provide to Celladon or a Celladon Designee the existing analytical methods for conformance testing of MydicarManufacturing Technology, including [SWI will *] (b) TGC shall provide to Celladon or a Celladon Designee [*] in all such cases (i) as are necessary to manufacture Mydicar as manufactured hereunder, to test Mydicar or to support regulatory filings for Mydicar, and (ii) to the extent in the possession and control of TGC; (c) TGC shall provide [*] in order to enable such Celladon Designee to manufacture Mydicar as manufactured hereunder and to test Mydicar [*] (d) TGC shall provide Celladon or a Celladon Designee [*]; and (e) TGC shall [*].

Technology Transfer. Subject (a) Seller shall reasonably cooperate with and shall make its personnel available at all reasonable times to ensure the terms prompt and conditions complete transfer to Buyer of all Transferred Know-How, up to a maximum combined resource commitment of {*} until a maximum of {*} from Closing Date (the “Tech Transfer Period”). In connection with the foregoing, Seller shall, at its sole cost and expense (except for the payment required pursuant to Section 6.3(b)) during the Tech Transfer Period: (i) {*}, (ii) make introductions to, arrange for site visits with and, as appropriate, audits of any of Seller’s vendors and/or suppliers vending to and supplying the Business, and (iii) undertake such other activities as are necessary to effect the transfer of the Transferred Know-How (collectively, the activities referred to in the first two (2) sentences of this Section 6.3(a) are hereinafter referred to as the “Tech Transfer Process”). Buyer acknowledges that Seller has publicly announced a lay-off, and that Seller has informed Buyer that the layoff includes scientific personnel familiar with the Acquired Assets, who will not be employed by Seller beyond January 2009. While Seller will {*} assist Seller in the completion of any remaining technology transfer {*} and only during an additional {*}, the parties intend that barring unforeseen circumstances the technology transfer should be completed within Tech Transfer Period. During the Tech Transfer Period, Buyer shall compile a reasonably detailed written list (the “Transferred Know-How List”) of the Know-How that falls within the definition of ‘Transferred Know-How Category’ and is either (a) reflected in the documentation Seller is required to provide to Buyer under this Agreement (including, without limitation, Article 5 hereof), commencing promptly after or has been provided to Buyer as part of the Amendment Date and throughout due diligence process prior to the Term, TGC Closing Date) or (b) provided to Buyer through the Tech Transfer Process. Buyer shall provide such Transferred Know-How List to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (each, a “Celladon Designee”) all manufacturing and other technology and knowSeller {*}. {*}. The Transferred Know-how in TGC’s possession (and, if not owned by TGC, that TGC has a right to disclose), that is necessary to practice the Manufacturing Process and to manufacture and test the Mydicar pre-bulk drug substance manufactured hereunder (the “Technology Transfer”), as more fully described below and in the Development Plan. It is contemplated that the Celladon Designee [*]; provided, however, that TGC How List shall not be responsible for any delays or failures deemed final until agreed to complete the Technology Transfer prior to the end of the Term to the extent caused in writing by [*]. It is the intention of the parties that the Technology Transfer will enable the Celladon Designee(s) to replicate the Manufacturing Process to manufacture Buyer and test Mydicar in the same manner as TGC manufactures Mydicar pursuant to this Agreement and in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the Term. The Technology Transfer shall include at least the following activities during the Term: (a) TGC shall provide to Celladon or a Celladon Designee the existing analytical methods for conformance testing of Mydicar, including [*]Seller. (b) TGC In connection with the foregoing, Buyer shall provide pay to Celladon or a Celladon Designee [Seller an amount equal to {*] in all such cases } of which {*} shall be paid at the Closing and {*} shall be paid on the earlier of: (i) as are necessary to manufacture Mydicar as manufactured hereunder, to test Mydicar the {*} anniversary of the Closing or to support regulatory filings for Mydicar, and (ii) the date that Buyer provides written notice to Seller that it no longer requires the extent technology transfer services of Seller as set forth in the possession and control of TGC; (c) TGC shall provide [*] in order to enable such Celladon Designee to manufacture Mydicar as manufactured hereunder and to test Mydicar [*] (d) TGC shall provide Celladon or a Celladon Designee [*]; and (e) TGC shall [*]Section 6.3(a).

Technology Transfer. Subject Prior to the terms and conditions date of termination of this Agreement (including, without limitation, Article 5 hereofor as soon as possible after termination under Section 5.2), commencing promptly after CELLSCRIPT shall, at the Amendment Date and throughout the Termrequest of Argos, TGC shall provide transfer to Argos or to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (eachdesignee of Argos the Process for Production of the Argos Product and Critical Starting Materials for the Argos Product, a “Celladon Designee”) including all manufacturing and other technology and know-how in TGC’s possession related thereto (and, if not owned by TGC, that TGC has a right to disclose), that is necessary to practice the Manufacturing Process and to manufacture and test the Mydicar pre-bulk drug substance manufactured hereunder (the “Technology Transfer”), as more fully described below it being understood that CELLSCRIPT shall have no obligation to transfer any technology or know-how that is not owned by Argos (such as, but not limited to, CELLSCRIPT Information and in the Development Plan. It is contemplated that the Celladon Designee Materials, including proprietary technology or know-how related to Kits, enzymes, RNA [*]; provided, however, that TGC shall not be responsible for any delays or failures to complete the Technology Transfer prior to the end of the Term to the extent caused by [*], or methods of use of any thereof). It is the intention of the parties that the Technology Transfer will enable the Celladon Designee(s) to replicate the Manufacturing Process to manufacture and test Mydicar in the same manner as TGC manufactures Mydicar pursuant to this Agreement and in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the Term. The Technology Transfer shall include at least the following activities during the Termactivities: (a) TGC CELLSCRIPT shall provide to Celladon all pertinent information necessary or a Celladon Designee the existing analytical methods for conformance testing of Mydicar, including [*] (b) TGC shall provide to Celladon or a Celladon Designee [*] in all such cases (i) as are necessary useful to manufacture Mydicar as manufactured hereunder, to test Mydicar or the Argos Product and Critical Starting Materials for the Argos Product and to support regulatory filings for Mydicarthe Argos Product and Critical Starting Materials for the Argos Product, including without limitation analytical testing methods, protocols, process descriptions, batch records, manufacturing documentation, and (ii) to other process and manufacturing data and documentation, provided that said pertinent information shall not include CELLSCRIPT Information and Materials, CELLSCRIPT’s Technology, or CELLSCRIPT’s Kits, SOPs, analytical testing methods, protocols, process descriptions, batch records, manufacturing documentation, and other process and manufacturing data and documentation that are not specifically for the extent in Argos Product or Critical Starting Materials for the possession and control of TGCArgos Product; (cb) TGC CELLSCRIPT shall provide [*] training sessions and reasonable assistance and cooperation at CELLSCRIPT’s site(s) of manufacture, in a manner that does not unreasonably interfere with CELLSCRIPT’s other business activities, in order to enable such Celladon Designee train Argos or its designee how to manufacture Mydicar as manufactured hereunder the Argos Product and to test Mydicar [*] (d) TGC shall provide Celladon or a Celladon Designee [*]; and (e) TGC shall [*]Critical Starting Materials for the Argos Product;

Technology Transfer. Subject to the terms and conditions of this Agreement (including, without limitation, Article 5 hereof), commencing On or promptly after the Amendment Date Effective Date, ViroPharma shall arrange for a complete technology transfer to Schering or its designated Affiliate (a) such data and throughout the Term, TGC shall provide to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (each, a “Celladon Designee”) all manufacturing and other technology and know-how information in TGCViroPharma’s possession reasonably requested by Schering related to the processes and procedures for the manufacture, testing, handling, storage, formulation and packaging of the bulk active Compound and the finished Products, (andb) the specifications and release testing for the Compound and Products, if not owned by TGC(c) complete copies of the CMC sections for all of ViroPharma’s INDs for the Compound and/or Products, that TGC has a right to disclose)and (d) samples of all available reference standards for the Compound and Products, that is necessary to practice the Manufacturing Process and to manufacture and test the Mydicar pre-bulk drug substance manufactured hereunder including any known impurities and/or metabolites (the “Technology TransferTransfer Materials”). Within seven (7) business days after delivery of the Transfer Materials by ViroPharma to Schering, Schering shall inform ViroPharma of whether additional Transfer Materials are required, and if so, shall describe with particularity such additionally required Transfer Materials. The terms of the immediately preceding sentence shall also apply to any later deliveries of Transfer Materials delivered to Schering at their request. If Schering does not provide such notice to ViroPharma within such seven (7) business day period, then Schering shall be deemed to have such received such Transfer Materials required for it to make the determination regarding the Specifications described in Section 5.2 below. During the [***] period immediately following the Effective Date, ViroPharma shall, upon request, transfer to Schering any additional information described in Section 5.1(a) above not previously provided to Schering, and ViroPharma shall also, upon request by Schering, make reasonably available ViroPharma’s employees to Schering to discuss matters relating to the processes and procedures for the manufacture, testing, handling, storage, formulation and packaging of the bulk active Compound and the finished Products, and shall assist Schering in contacting ViroPharma’s Third Party manufacturing contractors involved with the manufacture of the Compound and/or Product, all as reasonably necessary to [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. advise and assist Schering or its designated Affiliate in the technology transfer, and the start-up and validation of the manufacturing process for the Compound and/or Products. Such access to personnel shall be during normal business hours and Schering shall pay ViroPharma for the reasonable travel costs and other out-of-pocket expenses incurred by such personnel, as more fully described below and well as a reasonable hourly rate to be agreed to by the Parties for the time of such personnel in the Development Plan. It is contemplated that the Celladon Designee excess of two hundred (200) hours during such [*]; provided**] period, howeverat Schering’s request in providing such advice and assistance. Following the successful completion of the technology transfer provided for under this Section 5.1, that TGC Schering (or its designated Affiliate or Third Party contractor) shall not be responsible for any delays or failures to complete the Technology Transfer prior to the end manufacture of all of Schering’s requirements for supplies of the Term to Compound and the extent caused by [*]. It is Product for the intention Territory in excess of the parties that the Technology Transfer will enable the Celladon Designee(s) initial supplies to replicate the Manufacturing Process to manufacture and test Mydicar in the same manner as TGC manufactures Mydicar pursuant to this Agreement and in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the Term. The Technology Transfer shall include at least the following activities during the Term: (a) TGC shall provide to Celladon or a Celladon Designee the existing analytical methods for conformance testing of Mydicar, including [*] (b) TGC shall provide to Celladon or a Celladon Designee [*] in all such cases (i) as are necessary to manufacture Mydicar as manufactured hereunder, to test Mydicar or to support regulatory filings for Mydicar, and (ii) to the extent in the possession and control of TGC; (c) TGC shall provide [*] in order to enable such Celladon Designee to manufacture Mydicar as manufactured hereunder and to test Mydicar [*] (d) TGC shall provide Celladon or a Celladon Designee [*]; and (e) TGC shall [*]be provided by ViroPharma under Section 5.2

Technology Transfer. Subject to Upon determination by the terms and conditions of this Agreement (includingDevelopment Committee that a Product based on a Feasible Prototype is ready for commercialization, without limitation, Article 5 hereof), commencing promptly after Cxxx will have the Amendment Date and throughout option but not the Term, TGC shall provide to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (each, a “Celladon Designee”) all manufacturing and other technology and know-how in TGC’s possession (and, if not owned by TGC, that TGC has a right to disclose), that is necessary to practice the Manufacturing Process and obligation to manufacture such Product, or to have such Product manufactured by a third party. Cardica will continue to supply to Cxxx, upon Cxxx’x request and test the Mydicar pre-bulk drug substance manufactured hereunder (the “Technology Transfer”), as more fully described below and in the Development Plan. It is contemplated that the Celladon Designee [*]; provided, however, that TGC shall not be responsible for any delays or failures to complete the Technology Transfer prior to the end at a cost of the Term to the extent caused by [*]. It is the intention of the parties that the Technology Transfer will enable the Celladon Designee(s) to replicate the Manufacturing Process to manufacture and test Mydicar in the same manner as TGC manufactures Mydicar pursuant to this Agreement and in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the Term. The Technology Transfer shall include at least the following activities during the Term: (a) TGC shall provide to Celladon or a Celladon Designee the existing analytical methods for conformance testing of Mydicar, including [*] (b) TGC shall provide to Celladon or a Celladon Designee [*] in all per unit, such cases (i) as are necessary to manufacture Mydicar as manufactured hereunder, to test Mydicar or to support regulatory filings for Mydicar, and (ii) to additional units of the extent in Product over the possession and control of TGC; (c) TGC shall provide [*] units described in order Section 5.2(C) above as Cxxx may reasonably request for the further testing [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. WITH RESPECT TO ATTACHMENT A, SIX PAGES OF INFORMATION HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. and development of the Product. Upon the first FDA Approval of a Product in the Field that is based on a Feasible Prototype that the Development Committee determines is ready for commercialization, Cxxx will have the sole responsibility for manufacturing such Product, or having such Product manufactured, at its sole expense. Upon Cxxx’x request, to enable Cxxx to assume such Celladon Designee responsibility, Cardica will transfer to Cxxx, at no additional cost, all equipment, including all pre-production tooling, and Cardica Know-How, including but not limited to, all trade secret, manufacturing and supplier information included therein, related to the Products that is reasonably necessary for Cxxx to manufacture Mydicar as manufactured hereunder such Product (“Transferred Product”). Upon request from Cxxx, Cardica will provide, at no additional cost, reasonable technical assistance to Cxxx for the Transferred Product based on the mutual availability of the parties, which assistance may include: i) training of Cxxx personnel in connection with the manufacture of Transferred Product, ii) advice concerning the manufacture of Transferred Product, and iii) testing of sample Transferred Product to test Mydicar [*] (d) TGC shall verify that such Transferred Product complies with applicable specifications established by the Development Committee to confirm successful transfer of technology to Cxxx hereunder. Additionally, on Cxxx’x request, the parties will negotiate the terms under which Cardica may provide Celladon or a Celladon Designee [*]; and (e) TGC shall [*]engineering services to assist Cxxx in the design and modification of Transferred Product to meet customer and regulatory requirements.

Technology Transfer. Subject Without prejudice to the terms Supplier’s rights under this Agreement, Prestige may in its sole discretion and conditions at any time elect to implement the transfer of Know-how (save to the extent such Know-how comprises Intellectual Property that is made solely by the Supplier and/or its Affiliates and which is capable of being used independently of Prestige’s Intellectual Property and which shall remain the property of the Supplier (or its Affiliates) pursuant to Clause 20.10) relating to the Manufacture of the Products (“Manufacturing Know-How”) from the Supplier (or its Affiliates) to Prestige or one of Prestige’s Affiliates or a designated contract manufacturer by providing written notification to the Supplier at any time. Following such notice the Supplier (or its Affiliates) shall fully cooperate with Prestige with regard to the transfer and provide all necessary, reasonably required and customary assistance to Prestige to enable Prestige to complete the transfer in a timely and effective manner. Without limitation to the foregoing the following provisions shall apply in the event of a transfer contemplated by this Clause 26: (A) upon notice of transfer under this Clause 26 Prestige and the Supplier shall (or shall procure that its Affiliates will) agree a transfer plan which addresses, if required, reduction of production volumes and draw down of any Materials, any remaining Product and all other issues requiring consideration for the completion of such transfer in a timely and effective manner; (B) the Supplier shall (or shall procure that its Affiliates will) provide all such reasonable assistance with respect to the transfer of processes equivalent to those employed by the Supplier (or its Affiliates) during the Term of this Agreement (includingi.e., without limitation, Article 5 hereof), commencing promptly after the Amendment Date and throughout the Term, TGC shall provide to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (each, on a “Celladon Designee”like-for-like” basis); (C) all manufacturing and other technology and know-how in TGC’s possession (and, if not owned by TGC, that TGC has a right to disclose), that is necessary to practice the Manufacturing Process and to manufacture and test the Mydicar pre-bulk drug substance manufactured hereunder (the “Technology Transfer”), as more fully described below and in the Development Plan. It is contemplated that the Celladon Designee [*]; provided, however, that TGC shall not Prestige will be responsible for any delays or failures to complete the Technology Transfer prior all activities related to the end development and preparation of data for use in regulatory submissions in connection with such transfer and the Supplier shall (or shall procure that its Affiliates will) without charge provide Prestige with copies of all documentation held by the Supplier (or its Affiliates) and necessary or otherwise reasonably requested by Prestige for such purpose; (D) the Supplier (and its Affiliates) shall reasonably co-operate with Prestige in transferring the Manufacturing Know-How including making available to Prestige appropriate employees of the Term Supplier (or its Affiliates) who are engaged in the Manufacture of Product to provide information and guidance for the transfer process, including consulting services, to the extent caused by [*]. It is reasonably necessary for the intention completion of the parties that the Technology Transfer will enable the Celladon Designee(s) to replicate transfer of the Manufacturing Process to manufacture Know-How in a timely and test Mydicar in the same manner as TGC manufactures Mydicar pursuant to this Agreement and in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the Term. The Technology Transfer shall include at least the following activities during the Term: (a) TGC shall provide to Celladon or a Celladon Designee the existing analytical methods for conformance testing of Mydicar, including [*] (b) TGC shall provide to Celladon or a Celladon Designee [*] in all such cases (i) as are necessary to manufacture Mydicar as manufactured hereunder, to test Mydicar or to support regulatory filings for Mydicar, and (ii) to the extent in the possession and control of TGC; (c) TGC shall provide [*] in order to enable such Celladon Designee to manufacture Mydicar as manufactured hereunder and to test Mydicar [*] (d) TGC shall provide Celladon or a Celladon Designee [*]efficient manner; and (eE) TGC Prestige shall [*]pay the reasonable and properly incurred actual incremental costs of the Supplier and its Affiliates in providing Prestige with assistance pursuant to sub-Clauses (B) and (D) above. Notwithstanding the transfer of any Product under this Clause 26, the Supplier shall remain fully liable under the terms of this Agreement (including liability to any Governmental Entity) for all Products which the Supplier (or its Affiliates) has Manufactured for Prestige under the terms of this Agreement.

Technology Transfer. Subject (a) Sublicensee acknowledges and agrees that ECC has delivered and made to Sublicensee a disclosure of a general introduction to the terms Technology and conditions to its commercial feasibility prior to the execution of this Agreement. Except to the extent such information falls within one or more of the exceptions to the definition of "Confidential Information", all information disclosed by ECC to Sublicensee prior to the execution of this Agreement (including, without limitation, Article 5 hereof), commencing promptly after the Amendment Date and throughout the Term, TGC shall provide be deemed to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (each, a “Celladon Designee”) all manufacturing and other technology and know-how in TGC’s possession (and, if not owned by TGC, that TGC has a right to disclose), that is necessary to practice the Manufacturing Process and to manufacture and test the Mydicar pre-bulk drug substance manufactured hereunder (the “Technology Transfer”), as more fully described below and in the Development Plan. It is contemplated that the Celladon Designee [*]; provided, however, that TGC shall not be responsible for any delays or failures to complete constitute part of the Technology Transfer prior and shall be deemed to the end of the Term to the extent caused by [*]. It is the intention of the parties that the Technology Transfer will enable the Celladon Designee(s) to replicate the Manufacturing Process to manufacture and test Mydicar in the same manner as TGC manufactures Mydicar pursuant to this Agreement and in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the Termbe confidential. The Technology Transfer timing and extent of additional disclosure by ECC to Sublicensee shall include at least the following activities during the Term: (abe as set forth in subparagraph 22(b) TGC shall provide to Celladon or a Celladon Designee the existing analytical methods for conformance testing of Mydicar, including [*]hereof. (b) TGC Upon execution of this Agreement, ECC shall provide Sublicensee with copies of the patents listed in Section B of Exhibit "B" hereto. Beyond that, ECC shall not be required to Celladon provide additional information concerning, or a Celladon Designee [*] in all such cases disclosure of the Technology to Sublicensee until Sublicensee provides to ECC (i) as are necessary written notice of Sublicensee's intent to manufacture Mydicar as manufactured hereundercommercialize a Product, to test Mydicar or to support regulatory filings which written notice shall include detailed specifications for Mydicarthe designated Product, and (ii) evidence, reasonably satisfactory to ECC, of Sublicensee's intent to commercialize the designated Product in the form of written documentation of orders placed by Sublicensee of the equipment needed by Sublicensee to produce and commercialize the designated Product or in the form of written documentation from Sublicensee confirming the dedication and/or modification of existing equipment necessary to produce the designated Product. Within ninety (90) days after ECC's receipt of the items described in the preceding sentence, ECC shall provide to Sublicensee the following additional disclosure: (w) a Product specific recipe for the production of the designated Product; (x) Product specific process specifications for the production of the designated Product; (y) copies of all patent applications listed in the Exhibits hereto that ECC deems relevant to the extent in production of the possession designated Product; and control (z) a list of TGC; (c) TGC shall provide [*] in order to enable such Celladon Designee to manufacture Mydicar as manufactured hereunder known raw materials suppliers and to test Mydicar [*] (d) TGC shall provide Celladon or a Celladon Designee [*]; and (e) TGC shall [*]preferred equipment vendors.

Technology Transfer. Subject to the terms and conditions of this Agreement (including, without limitation, Article 5 hereof), commencing promptly after the Amendment Date and throughout the Term, TGC shall provide to a Third Party contract manufacturing organization or contract research organization (as applicable) designated by Celladon (each, a “Celladon Designee”) all manufacturing and other technology and know-how in TGC’s possession (and, if not owned by TGC, that TGC has a right to disclose), that is necessary to practice the Manufacturing Process and to manufacture and test the Mydicar pre-bulk drug substance manufactured hereunder (the “Technology Transfer”), as more fully described below and in the Development Plan. It is contemplated that the Celladon Designee [*]; provided, however, that TGC shall not be responsible for any delays or failures to complete the Technology Transfer prior to the end of the Term to the extent caused by [*]. It is the intention of the parties that the Technology Transfer will enable the Celladon Designee(s) to replicate the Manufacturing Process to manufacture and test Mydicar in the same manner as TGC manufactures Mydicar pursuant to this Agreement and in the same manner as TGC tests or has tested Mydicar as of the Amendment Date or during the Term. The Technology Transfer shall include at least the following activities during the Term: (a) TGC Toshiba shall provide use all reasonable efforts to Celladon or a Celladon Designee develop, and, in exchange for the existing analytical methods for conformance payments made by SanDisk under the Common R&D Agreement, upon successful development of 0.21, 0.16, 0.13 * micron process technology applicable to the manufacturing and testing of MydicarNAND Flash Memory Products ("NAND PROCESS TECHNOLOGY") that can be implemented in a commercially viable manner, including [*]Toshiba shall deliver such technology and all improvements thereto * developed by Toshiba during the term of the Common R&D Agreement, to each of the DSC and Yokkaichi foundry facilities and such other manufacturing facilities as may hereafter be agreed upon by the Parents. Timing of the delivery of technology transfers shall be based on, among other things, available capacity and shall be in accordance with the decision to be made from time to time by the Management Committee. The * INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. parties intend that the Yokkaichi and DSC facilities should run the same technologies in similar time frames. (b) TGC shall provide to Celladon or Whenever a Celladon Designee [*] in all such cases (i) as are necessary to manufacture Mydicar as manufactured technology transfer is required hereunder, to test Mydicar or to support regulatory filings for Mydicar, and (ii) Toshiba shall deliver such level of NAND Process Technology to the extent applicable manufacturing facility as would be normal practice by the Toshiba Semiconductor Company whenever it transfers a technology to a new manufacturing facility or transfers a new or advanced technology to an existing manufacturing facility in order to achieve successful implementation of the possession and control of TGC;newly transferred technology. (c) TGC A technology transfer hereunder shall provide [*] in order be deemed complete when the transferred technology passes a reasonable qualification procedure to enable such Celladon Designee to manufacture Mydicar as manufactured hereunder be mutually agreed upon by Toshiba and to test Mydicar [*]SanDisk. (d) TGC Following the Closing, Toshiba shall provide Celladon or a Celladon Designee [*]; anduse its best efforts to assist DSC in achieving the same productivity in the manufacturing of Products as achieved at the Yokkaichi facility. However, the parties understand and agree that Toshiba does not warrant that the DSC facility will be able to manufacture the same quality and yield as experienced at the Yokkaichi facility. (e) TGC The costs of all technology transfers described in this Section 7.01 shall [*]be borne by Toshiba or by DSC as set forth in SCHEDULE 7.01, and such expenses to be borne by DSC shall be included in Start-Up Costs as defined in Section 7.02.