Common use of Tech Transfer Clause in Contracts

Tech Transfer. As soon as reasonably practical after the Effective Date and thereafter upon Celgene’s reasonable request during the Term, Vividion shall transfer to Celgene, at no cost to Celgene, copies of all Vividion Know-How (including for the avoidance of doubt any Manufacturing Technology Controlled by Vividion) and any on-hand biological or chemical materials Controlled by Vividion that are related to the Licensed Program, to the extent not previously transferred to Celgene. In addition, Vividion shall provide reasonable assistance, including making its personnel reasonably available for meetings or teleconferences to answer questions and provide technical support to Celgene with respect to regulatory and Manufacturing transition matters and the use of such transferred Know-How in the Development, Manufacture and Commercialization of Licensed Products. The Out-of-Pocket Costs, as indicated with reasonable supporting evidence of such incurred Out-of-Pocket Costs, incurred by Vividion in connection with such assistance shall be reimbursed by Celgene within [***] days after receipt by Celgene of an invoice for such costs.