Common use of Transfer of Manufacturing Technology Clause in Contracts

Transfer of Manufacturing Technology. Reasonably promptly following the Effective Date, the Parties will each perform the activities allocated to it in the Handover Plan relating to the transfer of Manufacturing technology to Allergan. In accordance with the Handover Plan, Molecular Partners shall transfer to Allergan or a Third Party manufacturer designated by Allergan, the process currently employed by or on behalf of Molecular Partners for the Manufacture of Licensed Compounds or Licensed Products. Such transfer shall include the transfer of all Molecular Partners Know-How then Controlled by Molecular Partners that is necessary or reasonably useful for Allergan or such Third Party manufacturer (as applicable) to conduct the Manufacturing process as then being conducted. Molecular Partners shall bear all internal FTE costs incurred by Molecular Partners in performing its activities under the Handover Plan, and Allergan will bear all other costs and expenses incurred by either Party relating to the transfer of the Manufacturing technology to Allergan. In the event that Allergan may reasonably request additional activities relating to such transfer not set forth in the Handover Plan, Molecular Partners will use reasonable efforts to provide such support with such activities to be reimbursed by Allergan at the FTE Rate. Upon Allergan’s request, Molecular Partners will use reasonable efforts to assign to Allergan its rights under its contract manufacturing agreement for Licensed Compounds or Licensed Products listed on Exhibit D and if such agreement cannot be assigned, then Molecular Partners shall reasonably cooperate with Allergan to arrange to continue to provide such services after the Effective Date, at Allergan’s expense. Molecular Partners shall reasonably cooperate with Allergan’s efforts to establish Licensed Compound Manufacture during such applicable transition period and shall not, during such applicable transition period, take any action that could reasonably be expected to have a material adverse impact on the further Manufacture of any Licensed Compound or Licensed Product. For the avoidance of doubt, nothing in this Section 7.3 with respect to Molecular Partners’ obligation to transfer such Molecular Partners Know-How to Allergan shall limit Molecular Partners’ right to use any such Molecular Partners Know-How in order to fulfill Molecular Partners’ obligations in accordance with this Agreement or its right to manufacture products other than Licensed Products.

Transfer of Manufacturing Technology. Reasonably promptly Promptly following the Effective Date, the Parties will each perform the activities allocated to it in the Handover Plan relating to the transfer of Manufacturing technology to Allergan. In accordance with the Handover Plan, Molecular Partners Virobay shall transfer to Allergan XXX or a Third Party manufacturer reasonably designated by Allergan, the process currently employed by or on behalf of Molecular Partners for the Manufacture of Licensed Compounds or Licensed Products. Such transfer shall include the transfer of XXX all Molecular Partners Virobay Know-How then Controlled by Molecular Partners that Virobay or its Affiliate that, as of the date of transfer, is necessary or reasonably useful for Allergan XXX or such Third Party manufacturer (as applicableappropriate) to conduct replicate the Manufacturing process employed by or on behalf of Virobay as then being conductedof such date to Manufacture VBY-891 and, as applicable, other Compounds and Licensed Products. Molecular Partners Such transferred Virobay Know-How shall bear all internal FTE costs incurred by Molecular Partners in performing its activities under include copies of any contracts with a Third Party manufacturer that cover the Handover Plan, and Allergan will bear all other costs and expenses incurred by either Party relating to the transfer of the Manufacturing technology to Allergan. In the event that Allergan may reasonably request additional activities relating to such transfer not set forth in the Handover Plan, Molecular Partners will use reasonable efforts to provide such support with such activities to be reimbursed by Allergan at the FTE Rate. Upon Allergan’s request, Molecular Partners will use reasonable efforts to assign to Allergan its rights under its contract manufacturing agreement for Licensed Compounds or Licensed Products listed on Exhibit D and if such agreement cannot be assigned, then Molecular Partners shall reasonably cooperate with Allergan to arrange to continue to provide such services after the Effective Date, at Allergan’s expense. Molecular Partners shall reasonably cooperate with Allergan’s efforts to establish Licensed Compound Manufacture during such applicable transition period and shall not, during such applicable transition period, take any action that could reasonably be expected to have a material adverse impact on the further Manufacture of any Compound or Licensed Product, to the extent such copies are Controlled by Virobay. From time to time thereafter, additional updates to such Manufacturing-related Virobay Know-How previously transferred will occur in a timely manner, but in any event within [* * *] days after LEO’s reasonable request therefor, and shall include all such Information related to processes and formulations of Compounds and Licensed Product developed or used under the Development Plan. In addition, upon LEO’s request following the determination under Section 4.4 that XXX will assume responsibility for Development, Virobay shall assign to XXX those of its contracts with Third Party manufacturers that cover the Manufacture of any Compound or Licensed Product, to the extent assignable and related to a Compound or Licensed Product. For the avoidance of doubt, nothing in this Section 7.3 7.4 with respect to Molecular Partners’ Virobay’s obligation to transfer such Molecular Partners KnowManufacturing know-How how to Allergan XXX shall limit Molecular Partners’ Virobay’s right to retain and use any such Molecular Partners KnowManufacturing know-How how in order to fulfill Molecular Partners’ Virobay’s obligations under this Agreement. The reasonable costs and expenses incurred by Virobay, including any internal personnel costs, in accordance carrying out such transfer shall be reimbursed by XXX on a calendar quarter basis within [* * *] days after receipt of invoice therefor from Virobay together with this Agreement or documentary evidence therefor. In addition, Virobay shall make available to XXX, on a reasonable consultation basis, advice of its right technical personnel as may reasonably be requested by XXX in connection with such transfer of Virobay Know-How. XXX agrees to manufacture products other than Licensed Productsreimburse Virobay for the reasonable charges for the time and expenses of such personnel when consulting for XXX.