Common use of Technology Transfer Plan Clause in Contracts

Technology Transfer Plan. During the Collaboration Period and thereafter until the [**], Spark will provide Pfizer with reasonable assistance as necessary or desirable to effect the timely and orderly transfer of Spark Technology (other than Manufacturing process technology) to Pfizer (a) for Pfizer’s use to conduct any of its activities under the Product Development Plan, and after the Collaboration Period, Development, Manufacture and Commercialization of the Compounds and Licensed Products and (b) in accordance with the Technology Transfer Plan. Without limiting Spark’s obligations set forth elsewhere under this Section 4.5, Spark will perform all technology transfer activities as set forth under the technology transfer plan set forth in Exhibit C (the “Technology Transfer Plan”). During the Collaboration Period, all out-of-pocket costs and expenses and the costs of Spark’s personnel associated with the transfer of Spark Technology under the Technology Transfer Plan will be borne by Spark. Following the Collaboration Period, all reasonable out-of-pocket costs and expenses and the costs of Spark’s personnel, in excess of the time set forth in Section 4.15, associated with the transfer of Spark Technology under the Technology Transfer Plan will be borne by Pfizer. The Technology Transfer Plan does not include any transfer of Manufacturing process technology. Subject to Section 4.12, Pfizer may request that Spark provide Pfizer or one or more Pfizer Affiliates or Third Parties designated by Pfizer (and, as to Third Parties, approved by Spark as set forth in Section 4.12) with a transfer of Manufacturing process technology relating to Licensed Product(s). The Parties shall negotiate and agree upon a reasonable Manufacturing technology transfer plan and budget therefor, and all reasonable out-of-pocket costs and expenses and the reasonable costs of Spark’s personnel associated with such Manufacturing technology transfer will be borne by Pfizer.