4. TECHNICAL ASSISTANCE
4.2 Technical Transfer and Technical Transfer Package
(a) Shionogi shall be responsible at GARDP’s request for providing one technical transfer of its Manufacturing process to a Manufacturing Sublicensee in accordance with the Collaboration Agreement and the Market Access Plan (which technical transfer may, depending on the circumstances, involve a separate technical transfer of the Licensed Compound Manufacturing process to one entity and of the final Licensed Product Manufacturing process to another). This technical transfer shall include a transfer of a package of documentation to be prepared and provided by Shionogi for such Sublicensees’ use (the Technical Transfer Package) that contains all the Licensed Manufacturing Know-How reasonably necessary for the effective technical transfer thereof, and a technical transfer process pursuant to which Shionogi or its contractors will provide reasonable assistance to enable the understanding and implementation of the Licensed Manufacturing Know-How. Shionogi will provide the Technical Transfer Package for the first Sublicensee set to Manufacture the Licensed Product in accordance with Shionogi’s Licensed Manufacturing Know-How pursuant to this License Agreement. Shionogi shall be responsible for providing one set of electronic copies of the Technical Transfer Package to the relevant Manufacturing Sublicensee; GARDP and/or CHAI shall also receive a set of electronic copies of the Technical Transfer Package. Any subsequent Sublicensee will be provided the Technical Transfer Package and all other assistance and support necessary to effect the transfer thereto by GARDP and/or CHAI and/or by the Manufacturing Sublicensee that received the initial technical transfer. The Technical Transfer Package and all information and materials provided by or on behalf of Shionogi in connection therewith are trade secrets of Shionogi.