Common use of Transfer of Manufacturing Know-How Clause in Contracts

Transfer of Manufacturing Know-How. If ARES TRADING chooses to manufacture the clinical or commercial supply of any Products itself or to obtain it from Third Parties, Intrexon shall make available to ARES TRADING the Intrexon Know-How that is then being used by Intrexon or its Third Party manufacturer in the manufacture of such Products, subject to reasonable restrictions on use and disclosure of such Know-How; provided that Intrexon shall not be obligated to make available to a Third Party, and ARES TRADING shall not have the right to provide to a Third Party, any such Know-How unless such Third Party is a Third Party manufacturer in good standing and with sufficient resources and capabilities for such Third Party to be reasonably successful in manufacturing Products. Within thirty (30) days of such request, Supplier shall provide to ARES TRADING or its designee copies of the physical embodiment of the manufacturing process and related data, including those processes, protocols, procedures, methods, tests and other know-how, necessary to the manufacture of the Product. Supplier shall provide reasonable technical assistance to ARES TRADING or its designee, including: (a) making available a reasonable number of appropriately trained personnel to provide technical assistance with respect to such transfer, (b) using Commercially Reasonable Efforts to promptly assist ARES TRADING or its designee in obtaining all necessary regulatory approvals and/or modifying existing authorizations for the manufacture of Product by ARES TRADING or its designee, (c) supplying analytical test methods and other testing know-how including method validation required to perform release testing or other testing as may be required by applicable regulatory agencies and, (d) upon request by ARES TRADING, providing ARES TRADING or its designee with appropriate quantities of reference standards related to Product in order to facilitate its testing. ARES TRADING shall be responsible for the costs and expenses incurred by Intrexon in performing such technology transfer, including the fully burdened cost of Intrexon personnel directly involved in such technology transfer allocated to efforts spent on such technology transfer.