Know-How Transfer. Contemporaneously with the Parties’ execution of this Agreement (either in person in New York, New York, or at BUZZZ PHARMA’s discretion, by shipment on the Termination Date via the method chosen by BUZZZ PHARMA), Zynerba shall transfer, to the extent commercially reasonable and without representation or warranty, copies of those portions of relevant lab notebooks and any pre-existing paper or electronic documents, records, files, or reports that relate solely to the Patent, the Product, the Stud(ies), and the Project (as such terms are defined under the Development Services Agreement) (collectively, “the Project Know-How”), and Zynerba shall provide BUZZZ PHARMA with written certification from ▇▇▇▇ ▇▇▇▇▇ that such transfer is reasonably complete. Should BUZZZ PHARMA thereafter notify Zynerba that such production is incomplete or insufficient and specifically identify in writing missing documents or categories of documents and provide a reason why BUZZZ PHARMA believes they exist, Zynerba shall use commercially reasonable efforts to provide BUZZZ PHARMA, as expeditiously as possible, with any documents, or categories of documents, specifically identified as missing. Zynerba is under no obligation to compile, author, or create any additional documents for BUZZZ PHARMA concerning the Patent, the Product, the Study(ies), and/or the Project. Within 60 days of the Termination Date, upon five-days’ notice from BUZZZ PHARMA, Zynerba shall make available to BUZZZ PHARMA, for either in-person or telephonic conferences (at BUZZZ PHARMA’s sole discretion, provided that any required travel would be at BUZZZ PHARMA’s sole cost and expense) at a mutually convenient date and time during regular business hours of 9:30 am to 5:30 pm, the consulting services of ▇▇▇▇ ▇▇▇▇▇ regarding the Patent, the Product, the Stud(ies), and the Project, for an aggregate of 20 hours (including travel time). To the extent Zynerba uses ▇▇▇▇ ▇▇▇▇▇ to compile, collect, review, analyze or otherwise be involved in the transfer of the Project Know-How to BUZZZ PHARMA, any part of ▇▇▇▇ ▇▇▇▇▇’ time dedicated to such activities, before or after the Termination Date, shall not be counted against the 20 hours for which ▇▇▇▇ is to be available for consulting services to BUZZZ PHARMA.
Appears in 3 contracts
Sources: Termination and Release Agreement, Termination and Release Agreement (Zynerba Pharmeceuticals, Inc.), Termination and Release Agreement (Zynerba Pharmeceuticals, Inc.)