Transfer Plans Generally Sample Clauses

Transfer Plans Generally. As soon as reasonably practicable, but in any event within ninety (90) days from the Effective Date, the Parties shall use Commercially Reasonable Efforts to mutually agree on transfer plans for Licensor Know-How, including, without limitation, CMC technology transfer. The Parties shall collaborate in good faith and shall make their respective relevant personnel available to complete the transfers in a timely manner, according to the mutually agreed transfer plans, and no later than within [***] ([***]) months from the Effective Date. The transfer shall be in accordance with Applicable Laws (including, in particular, applicable good laboratory practices (GLP), good clinical practices (GCP) and good manufacturing practices (GMP)) and shall be conducted in an orderly fashion and in a manner such that the value and usefulness of the Licensor Technology are preserved in all material respects. It is understood that such transfer will entail the provision of originals or copies, or the granting of access to originals stored at Licensor or at Third Party service providers, as required by Applicable Laws and agreed between the Parties. All documents shall be provided in their existing form(s) and in the original language only (provided that, for any documents not in English, Licensor shall provide any English translations of such documents in Licensor’s possession or control); references to compounds other than the Compound may be redacted. Prior to the transfer of any Personal Data, the Parties shall ensure compliance with any applicable Data Protection Laws as set forth in ARTICLE 11, including by entering into any applicable ancillary agreements or standard contractual clauses. In accordance with the various transfer plans, Licensor shall transfer or make available to Company the Licensor Technology to Company, at Company’s cost and expense at an hourly rate of [***] preapproved by Company and incurred by Licensor’s employees to support the agreed upon transfer activities. The first [***] ([***]) hours of Licensor’s transfer activities pursuant to this ARTICLE 3 will be provided by Licensor at no cost to Company. Licensor shall provide to Company on a quarterly basis a written report summarizing in reasonable detail the number of hours spent on transfer activities for such quarter and the number of hours, if any, of free assistance remaining (for clarity, such reporting shall not count towards the [***] ([***]) hours free transfer activities). Upon Company’s re...