TPTX » Topics » 4.2 Transfer of Lilly Know-How and Transition Support.

This excerpt taken from the TPTX 8-K filed Oct 10, 2006.

4.2          Transfer of Lilly Know-How and Transition Support.

 

(a)           Provision of Lilly Know-How. Lilly shall use its reasonable best efforts to supply Neurogenetics, as promptly as practicable after the Effective Date, and in any event within ninety (90) days of the Effective Date (“Transition Period”), with all information, materials, data and documents related to the Compound or Product and its development, use or manufacture as set forth in Exhibit B, (all of which are deemed Lilly Know-How). As part of such supply, Lilly shall transfer to Neurogenetics possession and ownership of the investigational new drug application with respect to Compound or Product (“IND”) and take such action as necessary or appropriate to effect the transfer of such IND with or by the FDA. In addition, Lilly will cooperate with Neurogenetics and provide assistance to Neurogenetics as reasonably requested to enable Neurogenetics to obtain access to investigator INDs.

 

(b)           Transition Support. The Parties agree to work in good faith to complete the provision of Lilly Know-How to Neurogenetics within the Transition Period. In addition, during the Transition Period, Lilly will grant Neurogenetics access, during normal business hours, to appropriate Lilly personnel for reasonable consultation related to the Lilly Know-How. Except as set forth in Section 4.2(d) below, such access to Lilly personnel during the Transition Period is at no cost to Neurogenetics, and is estimated to take a total of[***] Lilly Person hours. Neurogenetics, however, is responsible for, and will pay for travel and associated expenses in accordance with Section 4.2(d). Lilly will consider any further requests by Neurogenetics to provide assistance hereunder after the [***]hours or the end of the Transition Period, whichever is sooner, and if Lilly agrees to provide such additional assistance, Neurogenetics shall promptly pay Lilly (i) an amount equal to [***]dollars ($[***]) per hour for each such hour of services provided by Lilly, and (ii) the expenses set forth in Section 4.2(d). Nothing contained in this Section 4.2(c) or otherwise in this Agreement will be construed as a guarantee by Lilly that Neurogenetics will obtain Regulatory Approval for the Product.

 

(c)           Payment of Expenses. Neurogenetics will reimburse Lilly, within [***] days of receipt of a Lilly invoice (together with proper supporting documentation), all of the [***] and [***] and [***] of Lilly personnel who travel to Neurogenetics facilities, upon Neurogenetics’ request, to provide manufacturing and regulatory transition support under this Section 4.2.

 

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