Provision Language
5. MATERIALS AND KNOWLEDGE TRANSFER
5.1 The University shall use reasonable efforts to provide MPP’s Sublicensees with the Material and Licensed Know-how in accordance with the scope, quantities and timelines set out in Schedule 2 hereto. The Material will be provided at the manufacturing costs.
5.2 MPP shall agree with the Sublicensees that they will cover, without limitation, any travel and out-of-pocket costs of the University staff required for the better transfer of such Licensed Know-how, Material, and/or technical knowledge. The effect on normal activities of the University produced by any request under this provision shall be minimized by Sublicensee by:
i. accepting remote (telephone, e-mail, on-line, etc) assistance where applicable; and
ii. allocating a sufficient and technically capable workload to knowledge transfer activities and ensuring that its contract manufacturer does the same.
Schedule 2: Licensed Technology
A. Materials:
If any additional quantity of the Materials is requested by the Sublicensee, the University shall provide and deliver it to the Sublicensee within sixty (60) days from the confirmation of its researchers’ availability of these additional Materials. All related costs, including preparation (at manufacturing cost) and shipping of the additional Materials, shall be reimbursed by the Sublicensee.
B. Licensed Know-how:
Transfer of the Licenced Know-how will consist of the following items:
- Documentation: all relevant documentation related to design transfer and manufacturing processes will be shared by the University.
- Technical support:
- Plant visits and training: training of Sublicensee technical engineers, at, as the case may be, the Sublicensee’s facilities or the University’s partners’ facilities that are developing or using the licensed process and/or making and selling the Product. Scope of the training, training schedule to be determined between the Parties and the Sublicensee(s)
- Direct assistance: qualified and experienced professional from or on behalf of the University to advise the Sublicensee on the use of Licenced Know-how for manufacture of the Products.
- Consultation: Sublicensee shall have the right to contact the University by mail or telephone through representatives appointed by each party in relation to the use of Licenced Know-how, including without limitation for any quality and regulatory questions.
- Timeline: each transfer shall be performed within sixty (60) days from MPP’s request, directly to the Sublicensee.