Completion of Technology Transfer Sample Clauses

Completion of Technology Transfer. The Technology Transfer will be deemed complete upon the Completion of Wave 1 and the Completion of Wave 2. If the Completion of Wave 1 does not occur within [***] from the Effective Date and/or the Completion of Wave 2 does not occur by the TT Term Expiration Date, and the delay in the Completion of Wave 1 and/or the Completion of Wave 2 is proximately caused by decision(s), action(s) or inaction(s) of Merck, its Affiliates and/or Third Parties controlled by Merck and/or its Affiliates, then the TT Term Expiration Date shall be extended by the period of time equal to the delay in the Completion of Wave 1 and/or the Completion of Wave 2 which is proximately caused by such decision(s), action(s) and/or inaction(s) of Merck, its Affiliates and/or Third Parties controlled by Merck or its Affiliates, provided, however, in no event will the TT Term Expiration Date be extended pursuant to this Section 2.2.7 beyond [***] from the Effective Date where any such extension is proximately caused by decision(s), action(s) or inaction(s) of Merck, its Affiliates and/or Third Parties controlled by Merck and/or its Affiliates. If Completion of Wave 1 and/or the Completion of Wave 2 are not achieved on or before [***] from the Effective Date where such non-achievement is proximately caused by decision(s), action(s) or inaction(s) of Merck, its Affiliates and/or Third Parties controlled by Merck and/or its Affiliates, the applicable milestone payment(s) set forth in Section 7.3 shall be paid to Codexis in the manner set forth in Section 7.3. In the event either Party reasonably disputes whether or not the Completion of Wave 1 and/or the Completion of Wave 2 have occurred, the Parties will submit such dispute for resolution in accordance with Article 13.
Sample 1
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Completion of Technology Transfer. The “Completion of Technology Transfer” means that: (a) Licensee has received and accepted all of the Technology Equipment, Identified Technology Know-How and Technology Materials and (b) Ocera has granted the Consultancy Rights and delivered written notice (via one of the means specified in Section 13.1) of such grant to Licensee’s Program Manager. As used in the definition of Completion of Technology Transfer, “accepted” means that (i) the Technology Equipment was delivered in working order; (ii) the Identified Technology Know-How was delivered in a readable condition; and (iii) the Technology Materials were delivered in a usable condition, in each case, in all material respects. Ocera acknowledges that the Technology Know-How may include items that are related to the items in the Identified Technology Know-How and agrees to deliver any such related items in a readable condition to Licensee as soon as practicable.
Sample 1Sample 2
Completion of Technology Transfer. Subject to Section 6, Abbott will use Commercially Reasonable Efforts to transfer knowledge of its present technology as identified on Schedule 2 for the manufacture and validation of Product, including Xxxxxx'x active pharmaceutical ingredient process ("API Process") and the controlled release formulation ("CR Formulation") data, to CTI (or a CTI designee) to allow CTI to further develop and manufacture Product. CTI will reimburse Abbott for its actual costs and expenses in this technology transfer.
Sample 1Sample 2
Completion of Technology Transfer. The Initial Technology Transfer Inventory to be transferred in accordance with the Technology Transfer Plan shall be deemed to have been accepted by GSK [***] (the “Initial Technology Transfer Inventory Acceptance Criteria”). In the event that any item in the Initial Technology Transfer Inventory fails to meet the Initial Technology Transfer Inventory Acceptance Criteria, GSK shall notify Codexis in writing [***]. In the event that any item of the Initial Technology Transfer Inventory fails to meet the Initial Technology Transfer Inventory Acceptance Criteria and GSK so notifies Codexis of such, Codexis shall promptly provide replacements for any item of the Initial Technology Transfer Inventory which shall meet the Initial Technology Transfer Inventory Acceptance Criteria. The Technology Transfer will have been completed when each item of the Initial Technology Transfer Inventory and each step in the Technology Transfer Plan has been successfully completed[***].
Sample 1Sample 2
Completion of Technology Transfer. (a) Under the terms of the prior Tech Transfer Agreement, the Parties have been engaged in a program of transferring specific technology and materials relating to the manufacture of Bulk Product Components, to enable the commencement of manufacturing scale-up and validation by Lonza promptly after the entry into this Agreement. The Parties shall use [***] to complete the transfer to Lonza of [***] Altus Manufacturing Technology and Materials, as determined by Altus and Lonza, all in accordance with Technology Transfer Plan and as soon as possible after the Effective Date. Lonza shall keep Altus regularly and fully informed of Lonza's progress in completing the technology transfer and the other related activities as specified in Section 2.3 through 2.6 below, including permitting appropriate Altus employees or representatives to visit and inspect the Lonza Facilities and as needed the Lonza Development Site in connection with conducting such work. Except as otherwise provided in Section 3(ii) of the Amendment No. 1 of the Letter of Intent, each Party shall bear its own costs in effecting and completing such technology transfer. Lonza acknowledges that Altus has already paid to Lonza a total of CHF [***] compensation for Lonza's efforts in effecting the technology transfer and implementation and in conducting the process limits evaluation under Section 2.5. (b) Under the Tech Transfer Agreement, the Parties established a Joint Project Team (the "JPT") to oversee and implement the technology transfer between the Parties in accordance with the Technology Transfer Plan. The JPT shall continue in existence, comprised of such number of members of each Party as shall be mutually agreed by the Parties, until the completion of the activities contemplated by the Technology Transfer Plan. The JPT shall have the authority to resolve technical issues that may arise in connection with such technology transfer activities, and shall have the right to amend or modify as appropriate the Technology Transfer Plan, but otherwise the JPT shall not have any authority or ability to modify, amend or waive any of the terms and conditions of this Agreement. All decisions, if any, by the JPT shall be made by consensus, with each Party having collectively one vote on the JPT.
Sample 1
Completion of Technology Transfer. Following Celanese's full, complete and satisfactory compliance with Sections 3.1, 3.2, 3.3, 3.4 and 3.5 of this Agreement, and upon Celanese's written request, PCYC shall provide to Celanese a letter stating that Celanese has completed the transfer of the Manufacturing Technology.
Sample 1
Completion of Technology Transfer. The Technology Transfer will be deemed complete upon the Completion of Wave 1, the Completion of Wave 2 and the Completion of Wave 3. If Completion of Wave 1, Completion of Wave 2 and the Completion of Wave 3 are not achieved on or before twenty (20) months from the Wave 1 Commencement where such non-achievement is proximately caused by decision(s), action(s) or inaction(s) of Novartis, its Affiliates and/or Third Parties controlled by Novartis and/or its Affiliates, the applicable milestone payment(s) set forth in Section 7.2 shall be paid to Codexis in the manner set forth in Section 7.2. In the event either Party reasonably disputes whether or not the Completion of Wave 1 and/or Completion of Wave 2 and/or the Completion of Wave 3 have occurred, the Parties will submit such dispute for resolution in accordance with Article 13.
Sample 1
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Completion of Technology Transfer. The “Completion of Technology Transfer” means that: (a) Licensee has [*] and (b) Ocera has granted the [*] As used in the definition of Completion of Technology Transfer, “accepted” means that (i) the Technology Equipment [*] (ii) the Identified Technology Know-How was [*] and (iii) the Technology Materials [*] Ocera acknowledges that the Technology Know-How may include items that are related to the items in the Identified Technology Know-How and [*] to Licensee as soon as practicable.
Sample 1

Related to Completion of Technology Transfer

  • Technology Transfer (a) Sublicensee acknowledges and agrees that ECC has delivered and made to Sublicensee a disclosure of a general introduction to the Technology and to its commercial feasibility prior to the execution of this Agreement. Except to the extent such information falls within one or more of the exceptions to the definition of "Confidential Information", all information disclosed by ECC to Sublicensee prior to the execution of this Agreement shall be deemed to constitute part of the Technology and shall be deemed to be confidential. The timing and extent of additional disclosure by ECC to Sublicensee shall be as set forth in subparagraph 22(b) hereof. (b) Upon execution of this Agreement, ECC shall provide Sublicensee with copies of the patents listed in Section B of Exhibit "B" hereto. Beyond that, ECC shall not be required to provide additional information concerning, or disclosure of, the Technology to Sublicensee until Sublicensee provides to ECC (i) written notice of Sublicensee's intent to commercialize a Product, which written notice shall include detailed specifications for the designated Product, and (ii) evidence, reasonably satisfactory to ECC, of Sublicensee's intent to commercialize the designated Product in the form of written documentation of orders placed by Sublicensee of the equipment needed by Sublicensee to produce and commercialize the designated Product or in the form of written documentation from Sublicensee confirming the dedication and/or modification of existing equipment necessary to produce the designated Product. Within ninety (90) days after ECC's receipt of the items described in the preceding sentence, ECC shall provide to Sublicensee the following additional disclosure: (w) a Product specific recipe for the production of the designated Product; (x) Product specific process specifications for the production of the designated Product; (y) copies of all patent applications listed in the Exhibits hereto that ECC deems relevant to the production of the designated Product; and (z) a list of known raw materials suppliers and preferred equipment vendors.

  • Manufacturing Technology Transfer Upon AbbVie’s written request with respect to a given Collaboration CAR-T Product and Licensed Product, Caribou shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party Provider) of all Materials and Know-How Controlled by Caribou relating to the then-current process for the Manufacture of such Collaboration CAR-T Product and any corresponding Licensed Products (each, a “Manufacturing Process”). Caribou shall provide, shall cause its Affiliates to provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to provide, all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to implement each Manufacturing Process at the facilities designated by AbbVie. If requested by AbbVie, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to such Collaboration CAR-T Product and any corresponding Licensed Products. Without limitation of the foregoing, in connection with the Manufacturing Process and related transfer: (a) Caribou shall, and shall cause its Affiliates to, make available to AbbVie (or its Affiliate or designated Third Party Provider, as applicable), and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to make available to AbbVie, from time to time as AbbVie may request, all Materials and Manufacturing-related Know-How Controlled by Caribou relating to each Manufacturing Process, including methods, reagents and processes and testing/characterization Know-How, and all documentation constituting material support, performance advice, shop practice, standard operating procedures, specifications as to Materials to be used, and control methods, that are necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice such Manufacturing Process; (b) Caribou shall cause all appropriate employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility at mutually convenient times to assist with the working up and use of each Manufacturing Process and with the training of the personnel of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to the extent necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice such Manufacturing Process; (c) Without limiting the generality of this Section 4.4.2, Caribou shall cause all appropriate analytical and quality control laboratory employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate analytical and quality control laboratory employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the provision of all applicable analytical methods and the validation thereof (including all applicable Know-How, Information and Materials Controlled by Caribou, and sufficient supplies of all primary and other reference standards); (d) Caribou shall, and shall cause its Affiliates to, take such steps, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers take such steps, as are necessary or reasonably useful to assist AbbVie (or its Affiliate or designated Third Party Provider, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the applicable Collaboration CAR-T Products and corresponding Licensed Products at the applicable facilities; and (e) Caribou shall, and shall cause its Affiliates to, provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers to provide, such other assistance as AbbVie (or its Affiliate or designated Third Party Provider, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice each Manufacturing Process and otherwise to Manufacture the applicable Collaboration CAR-T Products and corresponding Licensed Products.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • Completion of Development 7.4.1 Upon the completion of the whole development or complete phases of the development, Council may review this Agreement, in whole or in part, and may: (a) retain the Agreement in its present form; (b) negotiate a new Agreement; (c) discharge this Agreement; or (d) for those portions of the development which are completed, discharge this Agreement and apply appropriate zoning pursuant to the Municipal Planning Strategy and Land Use By-law for Halifax Peninsula as may be amended from time to time.

  • Completion of Negotiations This Agreement represents complete collective bargaining and full agreement by the District and the Federation with respect to wages, hours of employment, and all other terms and conditions of employment which shall prevail during the term or terms hereof. This Agreement expresses the entire understanding between the parties and supersedes all previous agreements between them, written or oral. Any matter or subject not herein covered has been satisfactorily adjusted, compromised, or waived by the parties for the life of this Agreement.

  • Completion of Work The Contractor agrees to complete the work on, or before October 29, 2021.

  • Design Development Phase INDICATE IN STATEMENT OF WORK “NOT APPLICABLE” IF SECTION IS NOT APPLICABLE 1.1.6.1. The ARCHITECT/ENGINEER shall prepare from the approved Schematic Design Studies, the Design Development Documents consisting of drawings (including at least architectural, landscaping, civil, structural, mechanical and electrical plans, building sections; and finish schedule), outline specifications following the Construction Specification Institute "CSI" Format and other necessary documents to fix and describe the size and character of the entire Project as to its site, structural, mechanical, and electrical systems, materials and other such essentials as may be appropriate, for and until approved by the State. 1.1.6.2. The ARCHITECT/ENGINEER shall conduct meetings with the State, Efficiency Vermont, and relevant members of the design team, to review the Design Development Documents for the purposes of furthering the energy efficiency objectives of the Project. 1.1.6.3. The ARCHITECT/ENGINEER shall prepare for the State a revised accounting of how the Project is responding to LEED criteria. 1.1.6.4. The ARCHITECT/ENGINEER shall submit to the State a revised Statement of Probable Construction Cost based thereon for and until approved by the State.

  • Commencement and Completion of Work The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

  • Design Development An interim step in the design process. Design Development documents consist of plans, elevations, and other drawings and outline specifications. These documents will fix and illustrate the size and character of the entire project in its essentials as to kinds of materials, type of structure, grade elevations, sidewalks, utilities, roads, parking areas, mechanical and electrical systems, and such other work as may be required.

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

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