Knowledge Transfer Procedures Clause Samples

Knowledge Transfer Procedures. (a) Company shall promptly transfer to Transferee, as soon as reasonably practicable, and at no additional cost to Transferee or Permitted Transferee (other than the payment of Company’s Out of Pocket Expenses), such Company Know-How, including any preclinical data, clinical data, assays and associated materials, protocols, procedures, and any other information in the Company’s possession or control, as is reasonably necessary or useful to continue or initiate Development of, or in seeking Regulatory Approval for, or to Commercialize the Covered Products in the Territory, including by providing copies of any tangible embodiments thereof. (b) In the event that Transferee desires to obtain support for the Development or Commercialization of a Compound or a Covered Product, Company agrees to make its personnel that are knowledgeable of the Covered Product (or any constituent Compound), its properties, and functions, reasonably available to Transferee for scientific and technical explanations, advice, and on-site support, that may reasonably be required by Transferee, relating to the Development and Commercialization of the Covered Product (and/or such Compound) (the foregoing activities being referred to as “Development Support”). Transferee shall reimburse Company for Company’s Out-of-Pocket Expenses incurred in providing Development Support, subject to Company providing documented evidence of such Out-of-Pocket Expenses having been incurred. (c) In the event that Transferee wishes to utilize the personnel of a contract manufacturer of the Company (“Company Manufacturer”) for support in connection with training, set-up, or other assistance in establishing Transferee or an in-Territory contract manufacturer’s procedures and capabilities for the manufacture or supply of Covered Products for the Territory, Company shall promptly upon Transferee’s request make Commercially Reasonable Efforts to facilitate the establishment of a relationship with such Company Manufacturer, and grant all consents and releases required in connection with such engagement. Transferee shall be responsible to directly pay such Company Manufacturer for such services or shall reimburse Company for Out-of-Pocket Expenses charged to Company by the Company Manufacturer for such support.