Common use of Technology Transfer Plan Clause in Contracts

Technology Transfer Plan. Upon delivery by either Party of Notice to terminate this Agreement in its entirety or with respect to any Product or otherwise at Purchaser’s initiative, the Parties shall meet, develop and mutually agree upon a plan and reasonable timetable (the “Technology Transfer Plan”) under which Manufacturer hereby covenants and agrees that it will use commercially reasonable efforts to assist Purchaser and/or Purchaser’s designee to establish their own Manufacturing line for the Products in order to enable Purchaser and/or Purchaser’s designee to Manufacture Purchaser’s entire requirement of the Product upon the termination of this Agreement or as soon as commercially practicable thereafter. Separate Technology Transfer Plans may be established with respect to each Product. Improvements made to the Manufacturing Process for an Exclusive Product during the term of this Agreement will be transferred to Purchaser as a part of the Technology Transfer Plan. Improvements for a Special Product during the term of this Agreement at a cost of less than $3,000,000 will be transferred to Purchaser as a part of the Technology Transfer Plan. Improvements to Special Products made to the Manufacturing process during the term of this Agreement at a cost greater than $3,000,000 will be transferred to Purchaser as a part of the Technology Transfer Plan only to the extent that Purchaser shared equally in all costs associated therewith. Manufacturer agrees that it will use reasonable efforts to support such technology transfers to Purchaser and/or its designee which efforts shall include making Manufacturer’s manufacturing personnel, including quality and technical personnel, available to provide reasonable technical assistance with the technology transfers and training regarding Purchaser’s Manufacturing of the Product and any other matters included in the agreed upon Transfer Plan. Purchaser shall be solely responsible for obtaining any and all Regulatory Approvals from the applicable Governmental Authorities for qualification of each new manufacturer and its manufacturing facilities. Manufacturer will not be obligated to assist Purchaser in developing a Manufacturing Process that is different in any manner from the Manufacturing Process used by Manufacturer to Manufacture the Product. If upon termination of this Agreement, the technology transfer is not complete due to commercially reasonable timelines for such technology transfer extending beyond the Term, Manufacturer will not be responsible for supply interruptions. Purchaser assumes all risk of any inability by Purchaser or any designee to replicate any process used by Manufacturer to Manufacture the Product; provided, however, that Manufacturer must give Purchaser the right to modify Rolling Forecasts as is reasonably necessary to ensure sufficient inventory at the end of the Term.

Technology Transfer Plan. Upon delivery by either Party of Notice to terminate this Agreement in its entirety or with respect to any Product Product, or otherwise at Purchaser’s initiative, the Parties shall meet, develop and mutually agree upon a plan and reasonable timetable (the “Technology Transfer Plan”) under which Manufacturer hereby covenants and agrees that it will use commercially reasonable efforts to assist Purchaser and/or Purchaser’s designee to establish their own Manufacturing line for the Products in order to enable Purchaser and/or Purchaser’s designee to Manufacture Purchaser’s entire requirement of the Product upon the termination of this Agreement or as soon as commercially practicable thereafter. Separate Technology Transfer Plans may be established with respect to each Product. Improvements made to the Manufacturing Process for an Exclusive Product during the term of this Agreement will be transferred to Purchaser as a part of the Technology Transfer Plan. Improvements for a Special Product during the term of this Agreement at a cost of less than $3,000,000 will be transferred to Purchaser as a part of the Technology Transfer Plan. Improvements to Special Products made to the Manufacturing process during the term of this Agreement at a cost greater than $3,000,000 will be transferred to Purchaser as a part of the Technology Transfer Plan only to the extent that Purchaser shared equally in all costs associated therewith. Manufacturer agrees that it will use reasonable efforts to support such technology transfers to Purchaser and/or its designee which efforts shall include making Manufacturer’s manufacturing personnel, including quality and technical personnel, available to provide reasonable technical assistance with the technology transfers and training regarding Purchaser’s Manufacturing of the Product and any other matters included in the agreed upon Transfer Plan. Purchaser shall be solely responsible for obtaining any and all Regulatory Approvals from the applicable Governmental Authorities for qualification of each new manufacturer and its manufacturing facilities. Manufacturer will not be obligated to assist Purchaser in developing a Manufacturing Process that is different in any manner from the Manufacturing Process used by Manufacturer to Manufacture the Product. If upon termination of this Agreement, the technology transfer is not complete due to commercially reasonable timelines for such technology transfer extending beyond the Term, Manufacturer will not be responsible for supply interruptions. Purchaser assumes all risk of any inability by Purchaser or any designee to replicate any process used by Manufacturer to Manufacture the Product; provided, however, that Manufacturer must give Purchaser the right to modify Rolling Forecasts as is reasonably necessary to ensure sufficient inventory at the end of the Term.

Technology Transfer Plan. Upon delivery by either Party of Notice to terminate this Agreement in its entirety or with respect to any Packaged Product or otherwise at Purchaser’s initiative, the Parties shall meet, develop and mutually agree upon a plan and reasonable timetable (the “Technology Transfer Plan”) under which Manufacturer Packager hereby covenants and agrees that it will use commercially reasonable efforts to assist Purchaser and/or Purchaser’s designee to establish their own Manufacturing Packaging line for the Products in order to enable Purchaser and/or Purchaser’s designee to Manufacture Package Purchaser’s entire requirement of the Packaged Product upon the termination of this Agreement or as soon as commercially practicable thereafter. Separate Technology Transfer Plans may be established with respect to each Packaged Product. Improvements made to the Manufacturing Packaging Process for an Exclusive Product during the term of this Agreement will be transferred to Purchaser as a part of the Technology Transfer Plan. Improvements for a Special Product during the term of this Agreement at a cost of less than $3,000,000 will be transferred to Purchaser as a part of the Technology Transfer Plan. Improvements to Special Products made to the Manufacturing Packaging process during the term of this Agreement at a cost greater than $3,000,000 will be transferred to Purchaser as a part of the Technology Transfer Plan only to the extent that Purchaser shared equally in all costs associated therewith. Manufacturer Packager agrees that it will use reasonable efforts to support such technology transfers to Purchaser and/or its designee which efforts shall include making ManufacturerPackager’s manufacturing Packaging personnel, including quality and technical personnel, available to provide reasonable technical assistance with the technology transfers and training regarding Purchaser’s Manufacturing Packaging of the Product and any other matters included in the agreed upon Transfer Plan. Purchaser shall be solely responsible for obtaining any and all Regulatory Approvals from the applicable Governmental Authorities for qualification of each new manufacturer packager and its manufacturing Packaging facilities. Manufacturer Packager will not be obligated to assist Purchaser in developing a Manufacturing Packaging Process that is different in any manner from the Manufacturing Packaging Process used by Manufacturer Packager to Manufacture Package the Product. If upon termination of this Agreement, the technology transfer is not complete due to commercially reasonable timelines for such technology transfer extending beyond the Term, Manufacturer Packager will not be responsible for supply interruptions. Purchaser assumes all risk of any inability by Purchaser or any designee to replicate any process used by Manufacturer Packager to Manufacture Package the Product; provided, however, that Manufacturer Packager must give Purchaser the right to modify Rolling Forecasts as is reasonably necessary to ensure sufficient inventory at the end of the Term.