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
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.