Common use of Technology Transfer Plan Clause in Contracts

Technology Transfer Plan. 3.1 Eiffel hereby agrees to sell and transfer Capital Equipment to MAP and shall use commercially best efforts to transfer and install the Capital Equipment at MAP’s Mountain View Facility, and to teach certain MAP personnel designated by MAP how to use the Capital Equipment, pursuant to the Technology Transfer Plan (Exhibit C, 15 pages). The Technology Transfer Plan includes Eiffel’s obligations to instruct MAP on relevant manufacturing protocols and standard operating procedures (SOPs), including the transfer of any and all know-how necessary to practice the Technology. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. 3.2 Eiffel shall make available to MAP an Eiffel Project Leader as described in Technology Transfer Plan (Exhibit C). The parties agree that the identity of the Eiffel Project Leader is a material term to this Agreement and that, if the Eiffel Project Leader is to be a person other than the individual identified in Exhibit C, prior written consent of MAP is required. MAP shall pay the Eiffel Project Leader US$[****] upon final completion of the Final Technology Transfer Milestone as described in the Technology Transfer Plan (Exhibit C). The Eiffel Project Leader shall be solely responsible for payment of any taxes of any sort, related to the $[****], payable under Australian or United States law. The Eiffel Project Leader will spend at least six (6) months implementing and facilitating all aspects of the Technology Transfer Plan (Exhibit C). MAP shall be responsible for the Eiffel Project Leader’s reasonable living expenses during the Eiffel Project Leader’s stay in the Mountain View, California area, which expenses shall be limited to a) providing accommodations in an apartment or other accommodation in Mountain View and b) a rental car, both of which shall be selected and arranged for by MAP. Eiffel is responsible for the Project Leader’s salary, benefits, and any air travel expenses. 3.3 At MAP’s sole cost, MAP shall commit the resources necessary to ensure that the activities to be carried out at MAP’s Mountain View Facility under the Technology Transfer Plan (see Exhibit C) are able to be completed as soon as practicably possible.