definiens: means a Third Party with which a Party has contracted to conduct manufacturing ( including with out limitation, process development and scale - up ) o f Compounds on behalf of such Party . It is understood and agreed that any such transfer and technical tr aining provided by [COMPANY] ( at its cost ) to be limited to no more than [ * * * ] of [COMPANY] FTEs per Exclus i ve Target, with the reasonable direct costs of any suc h transfer to be fully reimbursed by [COMPANY] . Where suc h allocation has been exceeded, any further assistance by Immuno core shall be subject to agreement between [COMPANY] and [COMPANY] as to reimbursement and/or payment for s uch technical assistance by [COMPANY] . [COMPANY] shall u se reasonable efforts to provide the assistance under this Section 5.2 as reasonably requested by [COMPANY] and in any event as soon as such resource can reasonably be ma de available