Master Alliance Provisions Guide (MAPGuide)

Sanofi – Translate Bio Collaboration and License Agreement (As Amended)

  • Information sharing & data safety | Technology transfer

Section 4.7 Technology and Process Transfer

4.7.1 Technology and Process Transfer Plan. As of the Second Amendment Execution Date, Translate Bio and Sanofi have established a plan for the transfer of Licensed Technology required for the development and manufacturing of Products in the Influenza virus, [**] Licensed Fields. Translate Bio shall use Commercially Reasonable Efforts to deliver to Sanofi the tangible items of the Licensed Technology listed within Technology and Process Transfer Plan within the timeframes prescribed therein. The Technology and Process Transfer Plan, as amended by the mutual agreement by the Parties from time to time, is attached hereto as Schedule 4.7.1 (the “Technology and Process Transfer Plan”).

4.7.2 Timing. The Parties will commence performance of activities described in the Technology and Process Transfer Plan within [**] of the Closing Date and these activities shall be completed within [**] of the Closing Date, provided, however, that by the date of commencement of Technology and Process Transfer, Translate Bio has established a process at (a) [**] for use in Products in the initial Licensed Fields, and (b) a process at [**] in the initial Licensed Fields. If, by the commencement date of the performance of activities described in the Technology and Process Transfer Plan, Translate Bio has not established a process at (a) [**] for use in Products in the initial Licensed Fields, and (b) a process at [**] in the initial Licensed Fields, or that Translate Bio is otherwise not able to complete Technology and Process Transfer within [**] of the Closing Date, then the Parties shall extended the period of time for the completion of Technology and Process Transfer on a day for day basis; provided however that the extension of the period to complete Technology and Process Transfer shall only apply with regard to those items that remain uncompleted as of such commencement date (for example, on a Licensed Field by Licensed Field basis).

4.7.3 Technology and Process Transfer Lead. The Parties shall each appoint a technology and process transfer lead to oversee and manage the technical transfer process in accordance with Technology and Process Transfer Plan.

4.7.4 Success Criteria/Technology and Process Transfer Memorandum. Within [**] following successful completion of the Technology and Process Transfer Plan in accordance with the Success Criteria listed in the Technology and Process Transfer Plan, the Parties shall execute a Technology and Process Transfer memorandum, a form of which Technology and Process Transfer memorandum is attached hereto as Schedule 4.7.4 (the “Technology and Process Transfer Memorandum”).

4.7.5 Qualified Personnel. Each Party will make their respective suitably qualified and experienced employees available (whether, as reasonably necessary, by telephone, e-mail, in person or such other method as the Parties may find mutually convenient) to execute the Technology and Process Transfer in accordance with Technology and Process Transfer Plan. Translate Bio’s personnel that are transferring Licensed Technology under the Technology and Process Transfer Plan shall have actual knowledge of the Licensed Technology and Licensed Improvements, if any, they are transferring. The Technology and Process Transfer may include on-site training at Translate Bio’s facilities and also at Sanofi’s facilities as per the Technology and Process Transfer Plan.

4.7.6 Third Parties. In the event that Sanofi or Translate Bio need to retain any Third Party to assist with any aspect of executing the Technology and Process Transfer Plan, Sanofi or Translate Bio (as the case may be) shall execute an agreement with each such Third Party to protect the other Party’s Confidential Information on terms consistent with this Agreement.

4.7.7 Costs. [**] shall bear [**] costs and expenses associated with the execution of the Technology and Process Transfer Plan. A budget for the cost of executing the Technology and Process Transfer Plan shall be established by the Parties, and mutually agreed by the Parties as part of such plan.

4.7.8 Deemed Completion. In the event that the Parties do not perform or complete the Technology and Process Transfer Plan, and therefore do not execute the Technology and Process Transfer Memorandum, the Technology and Process Transfer shall be deemed to be completed, and Translate Bio shall be paid the Technology Transfer Milestone, if [**] (“Deemed Completion”).