definiens: occurs under the Supply Agreement ( as definedtherein ), then Spark shall have the option of obtaining the right to have Manufactured clinical and commercialsupplies of Standard Microinjectors ( or any New Microinjectors supplied to Spark by Clearside prior to suchFailure to Supply ) solely for inclusion in Licensed Products upon written notice to Clearside . If Spark exercisessuch option, the Parties will promptly enter into a technology transfer agreement pursuant to which Clearsideshall transfer to a Third Party contract manufacturer designated by Spark and reasonably acceptable toClearside Clearside ’s Know - How concerning the Manufacture of such Standard Microinjectors ( or any NewMicroinjectors supplied to Spark by Clearside prior to such Failure to Supply ), grant Spark an exclusive ( in theField ), worldwide license under Clearside IP to have Manufactured such Microinjectors for inclusion in LicensedProducts in the Field, and provide Spark with reasonable assistance in Spark ’s preparations to haveManufactured such Microinjectors . Spark acknowledges that Manufacture of Licensed Product for sale in theUnited States may be required to take place in the United States to the extent required by the Emory LicenseAgreement . Such technology transfer agreement shall include provisions under which Spark shall reimburseClearside for its reasonable costs and expenses in conducting such technology transfer and assistance, whichshall be Spark ’s only payment obligations thereunder . In addition, such technology transfer agreement shallinclude reasonable provisions necessary for the protection of Clearside ’s rights in the transferred Know - How