Common use of Technical Assistance Clause in Contracts

Technical Assistance. During the [ * ] period following the Effective Date (the “TA Period”), BMS shall reasonably cooperate with Eiger to provide transition and technical assistance to Eiger in order to understand and use the BMS Know-How provided to Eiger under Section 3.1 (for clarity, this support does not include integration of the data/information into Eiger systems/repositories). Such cooperation shall include providing Eiger with reasonable access by teleconference or in-person at BMS’ facilities (subject to BMS’ customary rules and restrictions with respect to site visits by non-BMS personnel) to BMS personnel who are appropriately qualified and experienced for such purpose, directly involved in the research and Development or manufacture of Licensed Compounds and Licensed Products. In no event shall BMS be obligated to provide Eiger with more than [ * ] FTE hours of technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent the Know-How does not relate to manufacturing Know-How, and (y) [ * ] FTE hours technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent it relates to manufacturing (including CMC) Know-How. [ * ]. If Eiger believes it needs additional assistance, it will discuss same with BMS, and, at BMS’ sole discretion, BMS may provide additional assistance requested by Eiger, and [ * ]. Further: (i) such access shall be requested and coordinated through a single contact person to be designated by BMS, (ii) BMS makes no warranty, express or implied, that Eiger shall be able to successfully implement and use the BMS Know-How, and (iii) BMS shall not be in default hereunder for any inadvertent failure to disclose all pertinent information related to the BMS Know-How, provided that such information shall be supplied to Eiger promptly upon discovery of such failure to disclose or upon request of Eiger identifying with reasonable specificity the nature of the information to be disclosed. Eiger shall be responsible for ensuring that its personnel who receive such assistance are appropriately qualified and experienced for such purpose.

Technical Assistance. During the [ * ] three (3) month period following the Effective Date (the “TA Period”)Date, BMS shall reasonably cooperate with Eiger Elixir to provide transition and up to fifty (50) hours of technical assistance as set forth below and to Eiger in order transfer to understand and use the Elixir any additional BMS Know-How provided to Eiger licensed under Section 3.1 (for clarity, this support does not include integration 2.1 or 2.2 to the extent such BMS Know-How is in BMS’ possession to facilitate the transfer of the data/information into Eiger systems/repositories)Development efforts related to Licensed Compounds and Licensed Products. Such cooperation shall include include, without limitation, providing Eiger Elixir with reasonable access by teleconference or in-person at BMS’ facilities (subject to BMS’ customary rules and restrictions with respect to site visits by non-BMS personnel) to BMS personnel who are appropriately qualified and experienced for such purpose, directly involved in the research and Development or manufacture development of Licensed Compounds and Licensed Products. In no event shall BMS be obligated Products to provide Eiger Elixir with more than [ * ] FTE hours a reasonable level of technical assistance and consultation in connection with the transfer of the BMS Know-How transferred under Section 3.1 to the extent the Know-How does not relate to manufacturing Know-How, and (y) [ * ] FTE hours technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent it relates to manufacturing (including CMC) Know-How. [ * ]. If Eiger believes it needs additional assistanceprovided, it will discuss same with BMShowever, and, at BMS’ sole discretion, BMS may provide additional assistance requested by Eiger, and [ * ]. Further: that (i) such access shall be requested and coordinated through a single contact person to be designated by BMS, (ii) BMS makes no warranty, express or implied, that Eiger Elixir shall be able to successfully implement and use the BMS Know-How, and (iii) BMS shall not be in default hereunder for any inadvertent failure to disclose all pertinent information related to the BMS Know-How, provided that such information and (iv) the technical assistance with respect to chemical and manufacturing related matters shall not exceed * and shall be supplied to Eiger promptly upon discovery of such failure to disclose or upon request of Eiger identifying with reasonable specificity the nature of the information coordinated through a single contact person to be discloseddesignated by BMS. Eiger Elixir shall be responsible for ensuring that its personnel who receive such assistance are appropriately qualified and experienced for such purpose. Notwithstanding the foregoing, BMS will provide Elixir with all BMS Know-How contained in materials included in the data room made available to Elixir prior to the Effective Date, and from time to time during the term of this Agreement if additional BMS Know-How becomes available to BMS without undue searching, BMS shall transfer such BMS Know-How to Elixir. If Elixir requests further technical assistance from BMS related to manufacturing in excess of the * amount referenced above, BMS may at its sole discretion provide such technical assistance, and if BMS elects to provide such technical assistance, Elixir shall reimburse BMS for its time incurred in connection therewith at an FTE rate of $* per hour, plus any reasonable out-of-pocket expenses incurred by BMS in providing such technical assistance requested by Elixir. Such reimbursement shall be made to BMS within thirty (30) days after submission of an invoice by BMS for time expended, together with reasonable substantiation of any out-of-pocket expenses incurred.

Technical Assistance. During the [ * ] period following the Effective Date (the “TA Period”)Affymetrix, BMS shall reasonably cooperate with Eiger to provide transition and may, but is not obligated to, furnish technical assistance to Eiger in order to understand and use the BMS Know-How provided to Eiger under Section 3.1 (for clarity, this support does not include integration of the data/information into Eiger systems/repositories). Such cooperation shall include providing Eiger with reasonable access by teleconference or in-person at BMS’ facilities (subject to BMS’ customary rules and restrictions with respect to site visits by non-BMS personnel) to BMS personnel who are appropriately qualified and experienced for such purpose, directly involved in the research and Development or manufacture of Licensed Compounds and Licensed Products. In no event shall BMS be obligated to provide Eiger with more than [ * ] FTE hours Any suggestions by Affymetrix regarding use, selection, application or suitability of technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent the Know-How does not relate to manufacturing Know-How, and (y) [ * ] FTE hours technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent it relates to manufacturing (including CMC) Know-How. [ * ]. If Eiger believes it needs additional assistance, it will discuss same with BMS, and, at BMS’ sole discretion, BMS may provide additional assistance requested by Eiger, and [ * ]. Further: (i) such access shall be requested and coordinated through a single contact person to be designated by BMS, (ii) BMS makes no warranty, express or implied, that Eiger shall be able to successfully implement and use the BMS Know-How, and (iii) BMS Products shall not be construed as a warranty. Except as provided above, any warranty provided herein does not apply to any consumables, including third party reagents, or to any defect caused by Buyer’s failure to provide a suitable storage, use, or operating environment, use of non-recommended reagents, spills, or the use of the Products for a purpose or in default hereunder a manner other than that for which they were designed, modifications or repairs done by Buyer, or any other abuse, misuse, or neglect of the Products. Affymetrix is not responsible for any inadvertent failure costs or expenses incurred by the Buyer due to disclose all pertinent information related downtime. Affymetrix may at any time stop providing and supporting the Products (“End of Life”) and will use commercially reasonable efforts to communicate such End of Life events in advance. This warranty applies only to Buyer, and not third parties. Furthermore, this Warranty stated herein shall not apply to product performance failures that are caused by users of the BMS Know-HowAffymetrix Products who were not trained on and qualified to use the Affymetrix Products and assays by an Affymetrix field service engineer, Affymetrix application specialist, or an authorized Affymetrix seller. The foregoing is not intended to limit any warranty extended to Buyer by a third party original equipment manufacturer of a Product or component thereof, provided that any remedy received by Buyer under any such information warranty shall be supplied relieve Affymetrix of its obligations with respect to Eiger promptly upon discovery the subject of such failure to disclose or upon request of Eiger identifying with reasonable specificity the nature of the information to be disclosedremedy. Eiger shall be responsible for ensuring that its personnel who receive such assistance are appropriately qualified and experienced for such purposeTO THE EXTENT PERMITTED BY APPLICABLE LAW, AFFYMETRIX AND ITS SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

Technical Assistance. During the [ [* * *] day period following the Effective Date Know-How Transfer Period (the “TA Period”), BMS shall reasonably cooperate with Eiger Company to provide transition assist Company with understanding and technical assistance to Eiger in order to understand and use using the BMS Know-How provided to Eiger Company under Section 3.1 (for clarity, this support does not include integration of the data/information into Eiger systems/repositories)3.1. Such cooperation shall include include, without limitation, providing Eiger Company with reasonable access by teleconference or in-person at BMS’ facilities (subject to BMS’ customary rules and restrictions with respect to site visits by non-BMS personnel) to BMS personnel who are appropriately qualified and experienced for such purpose, directly involved in the research and Development or manufacture of Licensed Compounds and Licensed Products. In no event shall BMS be obligated to provide Eiger Company with more than [ (x) [* * *] FTE hours of technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent the Know-How does not relate to manufacturing Know-How, and (y) [ [* * *] FTE hours technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent it relates to manufacturing (including CMC) Know-How. [ ; provided that upon Company’s request, BMS shall provide additional technical assistance beyond the foregoing [* * *]. If Eiger believes it needs additional assistance, it will discuss same with BMS, and, at BMS’ sole discretiona mutually agreed commercially reasonable hourly rate, BMS may provide up to an additional assistance requested by Eiger, and [ [* * *]. Further: (i) such access shall be requested and coordinated through a single contact person to be designated by BMS, (ii) BMS makes no warranty, express or implied, that Eiger Company shall be able to successfully implement and use the BMS Know-How, and (iii) BMS shall not be in default hereunder for any inadvertent failure to disclose all pertinent information related to the BMS Know-How, provided that such information shall be supplied to Eiger Company promptly upon discovery of such failure to disclose or upon request of Eiger Company identifying with reasonable specificity the nature of the information to be disclosed. Eiger Company shall be responsible for ensuring that its personnel who receive such assistance are appropriately qualified and experienced for such purpose, and (iv) such does not extend to support the integration of the BMS Know-How and related data and information into Company’s systems/repositories.

Technical Assistance. During the [ * [***] period following the Effective Date (the “TA Period”), BMS shall reasonably cooperate with Eiger Company to provide transition assist Company with understanding and technical assistance to Eiger in order to understand and use using the BMS Know-How provided to Eiger Company under Section 3.1 (for clarity, this support does not include integration of the data/information into Eiger systems/repositories)3.1. Such cooperation shall include include, without limitation, providing Eiger Company with reasonable access by teleconference or in-person at BMS’ facilities (subject to BMS’ customary rules and restrictions with respect to site visits by non-BMS personnel) to BMS personnel who are appropriately qualified and experienced for such purpose, and to the extent reasonably available, to BMS personnel who were directly involved in with the research and Development or manufacture development of Licensed Compounds and or Licensed ProductsProducts prior to the Effective Date. In no event shall BMS be obligated to provide Eiger Company with more than [ * (x) [***] FTE hours of technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent the Know-How does not relate to manufacturing Know-How, and (y) [ * [***] FTE hours technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent it relates to manufacturing (including CMC) Know-How. [ * ]. If Eiger believes it needs ; provided that upon Company’s request, BMS shall provide additional assistance, it will discuss same with BMS, andtechnical assistance beyond the foregoing, at BMS’ sole discretiona mutually agreed commercially reasonable hourly rate, BMS may provide up to an additional assistance requested by Eiger, and [ * ][***] hours. Further: (i) such access shall be requested and coordinated through a single contact person to be designated by BMS, (ii) BMS makes no warranty, express or implied, that Eiger Company shall be able to successfully implement and use the BMS Know-How, and (iii) BMS shall not be in default hereunder for any inadvertent failure to disclose all pertinent Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. information related to the BMS Know-How, provided that such information shall be supplied to Eiger Company promptly upon discovery of such failure to disclose or upon request of Eiger Company identifying with reasonable specificity the nature of the information to be disclosed. Eiger Company shall be responsible for ensuring that its personnel who receive such assistance are appropriately qualified and experienced for such purpose.

Technical Assistance. During the [ ** ] (**) day period following the Effective Date (the “TA Period”)Date, BMS shall reasonably cooperate with Eiger to provide transition and technical assistance to Eiger in order to understand and use the BMS Know-How provided to Eiger under Section 3.1 (for clarity, this support does not include integration of the data/information into Eiger systems/repositories). Such cooperation shall include providing Eiger Pharmacopeia with reasonable access by teleconference or in-person at BMS’ facilities (subject to BMS’ customary rules and restrictions with respect to site visits by non-BMS personnel) to BMS personnel who are appropriately qualified and experienced for such purpose, directly involved reasonably knowledgeable in the research and Development or manufacture development of the Licensed Compounds and Licensed Products for up to ** hours of consulting advice with respect to the Licensed Compounds and Licensed Products. In no event shall BMS be obligated to provide Eiger with more than [ * ] FTE hours of technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent the Know-How does not relate to manufacturing Know-How, and (y) [ * ] FTE hours technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent it relates to manufacturing (including CMC) Know-How. [ * ]. If Eiger believes it needs additional assistance, it will discuss same with BMS, and, at BMS’ sole discretion, BMS may provide additional assistance requested by Eiger, and [ * ]. Further: provided that (i) such access shall be requested and coordinated through a single BMS contact person reasonably knowledgeable with respect to the BMS DARA program, with such person to be designated by BMS, (ii) BMS makes no warranty, express or implied, that Eiger Pharmacopeia shall be able to successfully implement and use the BMS Know-How, and (iii) BMS shall not be obligated to provide more than ** (**) hours of consulting advice in default hereunder for any inadvertent failure such period, and (iv) BMS will use reasonable efforts to disclose all pertinent information provide such consulting advice promptly. If Pharmacopeia requests further consulting advice related to Licensed Compounds and Licensed Products in excess of the ** (**) hour amount referenced above, BMS Knowmay at its sole discretion provide such consulting advice and, if BMS elects to provide such consulting advice, Pharmacopeia shall reimburse BMS for its time incurred in connection therewith at a rate of $** per hour, plus any reasonable out-How, provided that of-pocket expenses incurred by BMS in providing such information consulting advice requested by Pharmacopeia. Such reimbursement shall be supplied made to Eiger promptly upon discovery BMS within thirty (30) days after receipt by Pharmacopeia of such failure to disclose or upon request of Eiger identifying a BMS invoice reasonably detailing BMS’ time expended, together with reasonable specificity the nature of the information to be disclosed. Eiger shall be responsible for ensuring that its personnel who receive such assistance are appropriately qualified and experienced for such purposedocumentation substantiating any out-of-pocket expenses incurred.

Technical Assistance. During the [ * ] period following Commencing on the Effective Date (and continuing until the “TA Period”)date that is [*] months after the Effective Date, BMS shall reasonably cooperate with Eiger Sunesis to provide transition and technical assistance as set forth below and to Eiger in order transfer to understand and use the Sunesis any additional BMS Know-How provided licensed [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to Eiger the omitted portions. under Section 3.1 (for clarity, this support does not include integration 2.1 to the extent such BMS Know-How is in BMS’ possession to effect the transfer of the data/information into Eiger systems/repositories)all Development efforts related to Licensed Compounds and Licensed Products. Such cooperation shall include include, without limitation, providing Eiger Sunesis with reasonable access by teleconference or in-person at BMS’ facilities (subject to BMS’ customary rules and restrictions with respect to site visits by non-BMS personnel) to BMS personnel who are appropriately qualified and experienced for such purpose, directly involved in the research and Development or manufacture development of Licensed Compounds and Licensed Products. In no event shall BMS be obligated Products to provide Eiger Sunesis with more than [ * ] FTE hours a reasonable level of technical assistance and consultation in connection with the transfer of the BMS Know-How transferred under Section 3.1 to the extent the Know-How does not relate to manufacturing Know-How, and (y) [ * ] FTE hours technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent it relates to manufacturing (including CMC) Know-How. [ * ]. If Eiger believes it needs additional assistanceprovided, it will discuss same with BMShowever, and, at BMS’ sole discretion, BMS may provide additional assistance requested by Eiger, and [ * ]. Further: that (i) such access shall be requested and coordinated through a single contact person to be designated by BMSBMS (a separate single contact person shall be designated by BMS with respect to manufacturing related matters), (ii) BMS makes no warranty, express or implied, that Eiger Sunesis shall be able to successfully implement and use the BMS Know-How, and (iii) BMS shall not be in default hereunder for any inadvertent failure to disclose all pertinent information related to the BMS Know-How, and (iv) BMS shall not be obligated to provide more than [*] aggregate hours of technical assistance in such period, as evidenced by BMS’ reasonably itemized time records to be provided that such information to Sunesis upon request, which shall be supplied allocated as follows: up to Eiger promptly upon discovery [*] aggregate hours for technical assistance related to chemical and manufacturing matters related to BMS-387032, up to [*] aggregate hours for technical assistance related to clinical Development matters and up to [*] aggregate hours for technical assistance related to all other matters. In addition, such technical assistance shall include, without limitation, access to SAR information with respect to the Licensed Compounds and BMS personnel involved in the research and development of such failure Licensed Compounds and Licensed Products, and providing responses to disclose or upon request of Eiger identifying with reasonable specificity the nature of the information to be disclosedSunesis queries related thereto. Eiger Sunesis shall be responsible for ensuring that its personnel who receive such assistance are appropriately qualified and experienced for such purpose. It is understood and acknowledged that BMS activities with respect to the document transfer of the INDs for the Licensed Compounds shall not be applied towards the foregoing [*] aggregate hours of technical assistance, provided that subsequent assistance and follow-up questions requested by Sunesis with respect to such INDs shall be applied towards the aggregate limit. If Sunesis requests further technical assistance related to chemical and manufacturing matters related to BMS-387032 in excess of the [*] hour amount referenced above, BMS may at its sole discretion provide such technical assistance and, if BMS elects to provide such technical assistance, Sunesis shall reimburse BMS for its time incurred in connection therewith at an FTE rate of $[*] per hour, plus any reasonable out-of-pocket expenses incurred by BMS in providing such technical assistance requested by Sunesis. Such reimbursement shall be made to BMS within thirty (30) days after submission of an invoice by BMS reasonably detailing BMS’ time expended, together with reasonable substantiation of any out-of-pocket expenses incurred.

Technical Assistance. During the [ * ] period following commencing on the Effective Date and ending on [***] (the “TA Tech Transfer Period”), BMS shall reasonably cooperate with Eiger to provide transition and the technical assistance provided for in this Section 2.12. During the Tech Transfer Period, BMS shall provide Cadence with the assistance of up to Eiger in order [***] of BMS employees having knowledge relevant to understand the Clinical Testing Products, the Technology Documentation and use the BMS Know-How provided to Eiger under Section 3.1 (for clarity, this support does not include integration of the data/information into Eiger systems/repositories). Such cooperation shall include providing Eiger with reasonable access by teleconference or in-person at BMS’ facilities (subject to BMS’ customary rules and restrictions with respect to site visits by non-BMS personnel) to BMS personnel who are appropriately qualified and experienced for such purpose, directly involved in the research and Development or manufacture of Licensed Compounds and Licensed Products. In no event shall BMS be obligated to provide Eiger Cadence with more than [ * ] FTE hours a reasonable level of technical assistance and consultation in connection with the technology transfer and implementation of the manufacturing processes included in the Technology Documentation for the purpose of assisting Cadence in assuming the responsibility for manufacturing the Products. The first [***]([***])[***] of such technical assistance and consultation shall be without charge to Cadence other than for the reasonable out-of-pocket costs of BMS Know-How transferred under Section 3.1 to the extent the Know-How does not relate to manufacturing Know-How, and (y) [ * ] FTE hours its Affiliated Companies. For technical assistance and consultation in excess of [***]([***])[***], Cadence shall pay BMS for such technical assistance and consultation at the rate of [***]. [***]. Cadence shall bear [***] implementing the Technology Documentation, including all costs and expenses it incurs in connection with the BMS Knowsuch technology transfer, process development, manufacturing scale-How transferred under Section 3.1 to the extent it relates to manufacturing (including CMC) Know-Howup, quality control and quality assurance. [ * ]. If Eiger believes it needs additional assistance, it will discuss same with BMS, and, at BMS’ sole discretion, BMS may provide additional assistance requested by Eiger, and [ * ]. Further: (i) such access shall be requested and coordinated through a single contact person to be designated by BMS, (ii) BMS makes no warranty, express or implied, that Eiger Cadence shall be able to successfully implement and use the BMS Know-How, and (iii) BMS shall not be in default hereunder for any inadvertent failure to disclose all pertinent information related to the BMS Know-How, provided that such information shall be supplied to Eiger promptly upon discovery of such failure to disclose or upon request of Eiger identifying with reasonable specificity the nature of the information to be disclosedTechnology Documentation. Eiger Cadence shall be responsible for ensuring that its personnel who receive such assistance are appropriately qualified and experienced for such purpose. At Cadence’s written request, BMS shall, during the Tech Transfer Period and upon reasonable prior notice and subject to BMS’s customary rules and restrictions with respect to site visits by non-BMS personnel, permit Cadence’s technical personnel to visit the facilities utilized by BMS for the supply of Clinical Testing Products under the Clinical Supply Agreement for the purpose of personally observing the production of the Clinical Testing Products. The time of BMS employees expended in connection with any such visit (but not visits contemplated by the Clinical Supply Agreement) shall be charged against the [***] of technical assistance and consultation to be provided by BMS hereunder and compensated as provided in this Section 2.12. BMS shall not have any obligation to provide any such technical assistance or consultation following the expiration of the Tech Transfer Period.

Technical Assistance. During the [ * [***] period following the Effective Date (the “TA Period”), BMS shall reasonably cooperate with Eiger Company to provide transition assist Company with understanding and technical assistance to Eiger in order to understand and use using the BMS Know-How provided to Eiger Company under Section 3.1 (for clarity, this support does not include integration of the data/information into Eiger systems/repositories)3.1. Such cooperation shall include include, without limitation, providing Eiger Company with reasonable access by teleconference or in-person at BMS’ facilities (subject to BMS’ customary rules and restrictions with respect to site visits by non-BMS personnel) to BMS personnel who are appropriately qualified and experienced for such purpose, and to the extent reasonably available, to BMS personnel who were directly involved in with the research and Development or manufacture development of Licensed Compounds and or Licensed ProductsProducts prior to the Effective Date. In no event shall BMS be obligated to provide Eiger Company with more than [ * (x) [***] FTE hours of technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent the Know-How does not relate to manufacturing Know-How, and (y) [ * [***] FTE hours technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent it relates to manufacturing (including CMC) Know-How. [ * ]. If Eiger believes it needs ; provided that upon Company’s request, BMS shall provide additional assistance, it will discuss same with BMS, andtechnical assistance beyond the foregoing, at BMS’ sole discretiona mutually agreed commercially reasonable hourly rate, BMS may provide up to an additional assistance requested by Eiger, and [ * ][***] hours. Further: (i) such access shall be requested and coordinated through a single contact person to be designated by BMS, (ii) BMS makes no warranty, express or implied, that Eiger Company shall be able to successfully implement and use the BMS Know-How, and (iii) BMS shall not be in default hereunder for any inadvertent failure to disclose all pertinent information related to the BMS Know-How, provided that such information shall be supplied to Eiger Company promptly upon discovery of such failure to disclose or upon request of Eiger Company identifying with reasonable specificity the nature of the information to be disclosed. Eiger Company shall be responsible for ensuring that its personnel who receive such assistance are appropriately qualified and experienced for such purpose. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Technical Assistance. During the [ * [***] period following the Effective Date (the “TA Period”), BMS shall reasonably cooperate with Eiger Company to provide transition assist Company with understanding and technical assistance to Eiger in order to understand and use using the BMS Know-How provided to Eiger Company under Section 3.1 (for clarity, this support does not include integration of the data/information into Eiger systems/repositories)3.1. Such cooperation shall include include, without limitation, providing Eiger Company with reasonable access by teleconference or in-person at BMS’ facilities (subject to BMS’ customary rules and restrictions with respect to site visits by non-BMS personnel) to BMS personnel who are appropriately qualified and experienced for such purpose, directly involved in the research and Development or manufacture of Licensed Compounds and Licensed Products. In no event shall BMS be obligated to provide Eiger Company with more than [ * (x) [***] FTE hours of technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent the Know-How does not relate to manufacturing Know-How, and (y) [ * [***] FTE hours technical assistance and consultation in connection with the BMS Know-How transferred under Section 3.1 to the extent it relates to manufacturing (including CMC) Know-How. [ * ]. If Eiger believes it needs additional assistance, it will discuss same with BMS, and, ; provided that upon Company’s request and at BMS’ ’s sole discretion, BMS may provide additional technical assistance requested by Eigerbeyond the foregoing [***], and [ * at a mutually agreed commercially reasonable [***] rate, up to an additional [***]. Further: (i) such access shall be requested and coordinated through a single contact person to be designated by BMS, (ii) BMS makes no warranty, express or implied, that Eiger Company shall be able to successfully implement and use the BMS Know-How, and (iii) BMS shall not be in default hereunder for any inadvertent failure to disclose all pertinent information related to the BMS Know-How, provided that such information shall be supplied to Eiger Company promptly upon discovery of such failure to disclose or upon request of Eiger Company identifying with reasonable specificity the nature of the information to be disclosed. Eiger Company shall be responsible for ensuring that its personnel who receive such assistance are appropriately qualified and experienced for such purpose.

Technical Assistance. During the [ * ] period following commencing on the Effective Date and ending on [***] (the “TA Tech Transfer Period”), BMS shall reasonably cooperate with Eiger to provide transition and the technical assistance provided for in this Section 2.12. During the Tech Transfer Period, BMS shall provide Cadence with the assistance of up to Eiger in order [***] of BMS employees having knowledge relevant to understand the Clinical Testing Products, the Technology Documentation and use the BMS Know-How provided to Eiger under Section 3.1 (for clarity, this support does not include integration of the data/information into Eiger systems/repositories). Such cooperation shall include providing Eiger with reasonable access by teleconference or in-person at BMS’ facilities (subject to BMS’ customary rules and restrictions with respect to site visits by non-BMS personnel) to BMS personnel who are appropriately qualified and experienced for such purpose, directly involved in the research and Development or manufacture of Licensed Compounds and Licensed Products. In no event shall BMS be obligated to provide Eiger Cadence with more than [ * ] FTE hours a reasonable level of technical assistance and consultation in connection with the technology transfer and implementation of the manufacturing processes included in the Technology Documentation for the purpose of assisting Cadence in assuming the responsibility for manufacturing the Products. The first [***]([***])[***] of such technical assistance and consultation shall be without charge to Cadence other than for the reasonable out-of-pocket costs of BMS Know-How transferred under Section 3.1 to the extent the Know-How does not relate to manufacturing Know-How, and (y) [ * ] FTE hours its Affiliated Companies. For technical assistance and consultation in excess of [***]([***])[***], Cadence shall pay BMS for such technical assistance and consultation at the rate of [***]. [***]. Cadence shall bear [***] implementing the Technology Documentation, including all costs and expenses it incurs in connection with the BMS Knowsuch technology transfer, process development, manufacturing scale-How transferred under Section 3.1 to the extent it relates to manufacturing (including CMC) Know-Howup, quality control and quality assurance. [ * ]. If Eiger believes it needs additional assistance, it will discuss same with BMS, and, at BMS’ sole discretion, BMS may provide additional assistance requested by Eiger, and [ * ]. Further: (i) such access shall be requested and coordinated through a single contact person to be designated by BMS, (ii) BMS makes no warranty, express or implied, that Eiger Cadence shall be able to successfully implement and use the BMS Know-How, and (iii) BMS shall not be in default hereunder for any inadvertent failure to disclose all pertinent information related to the BMS Know-How, provided that such information shall be supplied to Eiger promptly upon discovery of such failure to disclose or upon request of Eiger identifying with reasonable specificity the nature of the information to be disclosedTechnology Documentation. Eiger Cadence shall be responsible for ensuring that its personnel who receive such assistance are appropriately qualified and experienced for such purpose. At Cadence’s written request, BMS shall, during the Tech Transfer Period and upon reasonable prior notice and subject to BMS’s customary rules and restrictions with respect to site visits by non-BMS personnel, permit Cadence’s technical personnel to visit the facilities utilized by BMS for the supply of Clinical Testing Products under the Clinical Supply Agreement for the purpose of personally observing the production of the Clinical Testing Products. The time of BMS employees expended in connection with any such visit (but not visits contemplated by the Clinical Supply Agreement) shall be charged against the [***] of technical assistance and consultation to be provided by BMS hereunder and compensated as provided in this Section 2.12. BMS shall not have any obligation to provide any such technical assistance or consultation following the expiration of the Tech Transfer Period. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.