Assistance at Termination. Upon expiration or the earlier termination of this Agreement by Purchaser pursuant to Section 4.2 above, Aventis shall transfer to Purchaser, all regulatory information and other information and materials reasonably necessary for Purchaser or its designee to perform the manufacturing activities undertaken by Aventis under this Agreement, and the parties shall establish such operational procedures as are reasonably necessary for Purchaser to perform such manufacturing activities. In connection with the [*] Confidential treatment requested. foregoing, during the nine (9) month period prior to the termination of the Agreement: (i) upon reasonable request, Purchaser shall be permitted to consult with Aventis’ technical personnel on the specified manufacturing activities; and (ii) Purchaser shall be permitted to send no more than five employees or representatives to Aventis’ manufacturing facilities to observe Aventis’ performance of its manufacturing activities in actual practice for a period of not more than ten (10) Business Days during such nine (9) month period. In no event shall Aventis be required to send any of its personnel to Purchaser’s or its designees’ locations. Purchaser shall bear the reasonable costs and expenses incurred by Aventis in connection with facilitating the transfer of any manufacturing activities to Purchaser, including: (i) the internal cost of any Aventis personnel providing any of the services required hereunder calculated on the basis of Aventis’ then current FTE rates; and (ii) cost of any samples or materials provided by Aventis, together with any handling costs associated therewith.
Assistance at Termination. Upon expiration or the earlier termination of this Agreement by Purchaser pursuant to Section 4.2 above, Aventis shall transfer to Purchaser or its designee without cost to Purchaser, all regulatory information and other information and materials necessary for Purchaser or its designee to assume responsibility for performance of the manufacturing activities undertaken by Aventis or the Alternate Supplier under this Agreement, and the parties shall establish such operational procedures as are reasonably necessary for Purchaser or its designee to assume such responsibility. In connection with the foregoing, during the three (3) month period following the expiration or termination of this Agreement, Purchaser shall be permitted to consult with Aventis' technical personnel on the specified manufacturing activities; PROVIDED, HOWEVER, that Aventis shall not be required to spend more than a total of forty (40) hours consulting with Purchaser during such three (3) month period. In addition, within the six (6) month period prior to the termination of the Agreement, Purchaser and/or its designee shall be permitted to send no more than five employees to Aventis' manufacturing facilities to observe Aventis' performance of its manufacturing activities in actual practice for periods of not more than fifteen (15) Business Days during such six (6) month period. In no event shall Aventis be required to send any of its personnel to Purchaser's or its designees' locations. Unless Aventis is in material breach of this Agreement, Purchaser shall bear the reasonable costs and expenses incurred by Aventis in connection with facilitating the transfer of any manufacturing activities to Purchaser, including: (i) the internal cost of any Aventis personnel providing any of the services required hereunder calculated on the basis of Aventis' then current FTE rates; and (ii) cost of any samples or materials provided by Aventis, together with any handling costs associated therewith. For purposes of clarification, in no event shall Aventis be responsible for the payment or performance of (i) demonstration or qualification batches or (ii) laboratory services for performing stability testing, in-process testing or other testing associated with demonstration or qualification batches to support a technical transfer.
