Qualification Services. Installation Qualification, Operational Qualification and Instrument Performance Verification are available upon the Customer’s request at any time during the term of the Agreement. The Base Price for such services, as of the Effective Date, are set forth in Exhibit A-1. The descriptions of these services are listed below: • Installation Qualification: documentation that facilities in which the instrument has been installed are in accordance with requirements and safety regulations of the original manufacturer. • Operational Qualification: evaluates the correct functionality of the equipment under test by examining and quantifying the specifications after installation. • Instrument Performance Verification: ensures the accuracy of the instrument after a major service event or replacement of specific modules. • Feedback from the Customer on any of these procedures will be considered and may be incorporated into future releases. Customer and Illumina will agree upon the format for such feedback.
Qualification Services. (a) Promptly following Mikart’s full installation and qualification of the Humidity Control System and Transcept’s payment to Mikart of the total [***] therefor as described in Sections 2.10(a) and 2.10(b) below, the parties will cooperate in the transfer of certain Product manufacturing processes and test methods to Mikart, and Mikart will evaluate such manufacturing processes and test methods and perform all necessary work required for such transfer to enable Mikart to successfully manufacture Product for Transcept for commercial supply, as described in more detail in Exhibit C (such services to be performed by Mikart, the “Qualification Services”). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, as soon as possible following the Effective Date hereof, Mikart will provide to Transcept a written supplement to the Qualification Services that will contain a reasonable description of additional services (including, without limitation, dissolution [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission. testing) that will be necessary with respect to the successful manufacture of the Product, together with a list of Mikart’s standard rates for the performance of such additional services. If such services and rates are acceptable to Transcept, Transcept agrees to pay Mikart for such additional services at Mikart’s standard rates therefor and Mikart agrees to perform such services in accordance with the terms of this Agreement, and such services shall be considered Qualification Services for purposes of this Agreement. For the avoidance of doubt, if the Parties are unable to agree upon such services and rates following reasonable, good faith negotiations, then neither Party shall be in breach, or deemed to be in breach, of this Agreement.
