Common use of Licensor Assistance Clause in Contracts

Licensor Assistance. Notwithstanding anything to the contrary in this Agreement, Licensor shall provide Novartis with up to [***], in the aggregate, with respect to Licensed Products corresponding to the Immunology Research Programs, under Section 2.1(e)(ii) (Licensor Support), Section 2.1(h) (Access), Section 2.2(d)(ii) (Licensor Support), Section 2.2(g) (Access), Section 3.6(e) (Licensor Assistance), and Section 6.1 (General) at no additional cost to Novartis; provided that any such assistance requested by Novartis does not materially interfere with the material functions or daily operations of Licensor. Any additional assistance [***], shall be provided by Licensor at the [***] Rate, and Novartis shall [***]. If applicable, Licensor shall invoice Novartis for any assistance provided at the FTE Rate, and Novartis shall pay all such undisputed amounts within [***] after receipt of an applicable Invoice from Licensor. For clarity, Licensor’s participation in JRC meetings pursuant to Section 4.2 (Joint Research Committee) shall not count towards the [***] set forth herein for the applicable Licensed Products.

Licensor Assistance. Notwithstanding anything to the contrary in this Agreement, Licensor shall provide Novartis with up to [***], in the aggregate, with respect to Licensed Products corresponding to the Immunology Research Programs, under Section 2.1(e)(ii) (Licensor Support), Section 2.1(h) (Access), Section 2.2(d)(ii) (Licensor Support), Section 2.2(g) (Access), Section 3.6(e2.5(f) (Licensor Assistance), Section 2.5(c) (Manufacturing Technology Transfer and Assistance), Section 4.2 (Development Reports and Information), and Section 6.1 (General) at no additional cost to Novartis; provided that any such assistance requested by Novartis does not materially interfere with the material functions or daily operations of Licensor. Any additional assistance in excess of [***], ] shall be provided by Licensor at the [***] FTE Rate, and Novartis shall [***]reimburse Licensor for all Out-of-Pocket costs reasonably incurred by Licensor in connection with the provision of such assistance. If applicable, Licensor shall invoice Novartis for any assistance provided at the FTE Rate, and Novartis shall pay all such undisputed amounts within [***] after receipt of an applicable Invoice invoice from Licensor. For clarity, (a) Licensor’s participation in JRC DC meetings pursuant to Section 4.2 3.2 (Joint Research Development Committee) and CC meetings pursuant to Section 3.3 (Commercialization Committee), and (b) Licensor’s preparation of the Handover Package and related Document Handover obligations under Section 2.5(d) (Document Handover) shall not count towards the [***] set forth herein for the applicable Licensed Products].