TIME LIMITATION ON TECHNOLOGY TRANSFER Sample Clauses

TIME LIMITATION ON TECHNOLOGY TRANSFER. Notwithstanding the provisions of Section 8.04.02 and unless Martek consents in writing to other arrangements, the Technology Transfer as it applies to the manufacture of MDHA shall only occur if, when the Notice of Technology Transfer is provided to Martek, Protarga provides Martek with a written notice that, as of the time of the notice, there is no Qualified Supplier (defined below) available to Protarga which will not cause Protarga or its Licensees any delay in obtaining MDHA in excess of one hundred twenty (120) days or any increase in costs of purchasing MDHA of [*] percent ([*]%) or more (a "Dependency Notice"). The use by Protarga, its sub-contractors or Licensees of any technology transferred regarding the manufacture of MDHA shall only be permitted for such reasonable period of time until Protarga is able to receive from a Qualified Supplier sufficient quantities of MDHA of a quality no lower than the quality of MDHA used or produced by Martek immediately prior to Supply Interruption, and at a cost to Protarga no more than [*] percent ([*]%) higher than the Martek prices for MDHA as stated in Exhibit B, and until the FDA has approved an application or other request pertaining to the use of such material from such Qualified Supplier. Such period of time shall be termed the "Technology Transfer Period". If the duration of the Technology Transfer Period exceeds one year, Protarga shall provide Martek with an additional Dependency Notice if the same conditions are satisfied at the end of the first year and subsequent one year periods, if any. * Confidential treatment requested: material has been omitted and filed separately with the Commission. As used in this Section 8.04.03, a "Qualified Supplier" is defined as a U.S. supplier of MDHA, that, prior to the Dependency Notice, has produced MDHA that meets or exceeds the Specifications for MDHA as defined in EXHIBIT A. A "Qualified Supplier" may include but is not limited to Martek, provided that Martek's Base Price is the same as it was prior to the Technology Transfer and provided that Martek reimburses Protarga for reasonable costs of manufacturing MDHA during such Technology Transfer in excess of what it would have cost Protarga to purchase MDHA pursuant to this Agreement in the absence of a Supply Interruption.
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