Cooperation of Licensor. Licensor shall cooperate with any and all reasonable requests for assistance from Myriad with respect to the development and commercialization of the Licensed Compound or the Licensed Product, including, without limitation, by making its employees, consultants and other scientific staff available upon reasonable notice during normal business hours at their respective places of employment to consult with Myriad on issues arising during such development and commercialization. Myriad shall provide reasonable reimbursement for any and all reasonable, verifiable expenses incurred by Licensor as a result of providing such cooperation. The parties agree that additional, more specific obligations relating to services to be provided by Licensor and certain of its employees shall be set forth in the Services Agreement.
Cooperation of Licensor. Upon execution of the Agreement, LICENSOR, in consideration of the various continuing payment obligations of LICENSEE under Article 5 (Royalties and Milestone Payments and Equity Interest) and Article 9 (Termination), shall provide to LICENSEE such assistance, and cooperation as shall be requested and pre-authorized in writing by LICENSEE relating to the development and commercialization of Licensed Products, such assistance and cooperation will be provided by LICENSOR to LICENSEE at a rate of $250/hour for consultant time and a minimum retainer of two (2) hours a month. LICENSEE shall, as it deems necessary, separately contract with LICENSOR for consulting services regarding the design and/or manufacturing and/or commercialization and/or general business purposes of the Licensed Products. The terms of such consulting agreement to be mutually agreed but will include a rate of $250/hour for consultant time and a minimum retainer of two (2) hours a month and guaranteed availability of ten (10) hours per month, being paid within 30 days of invoicing, and will be terminable by either party on sixty (60) days written notice. All other terms to be separately negotiated between LICENSOR and LICENSEE.
Cooperation of Licensor. The Licensor agrees to execute anyand all papers, documents, or other instruments which may be found necessary or desirable to effect the exclusive right and license granted to the licensee; and also to execute any and all papers which may be found necessary or desirable in any suit or suits brought under and pursuant to this agreement; and the Licensor further agrees that it will testify in any interference or litigation, whenever requested to do so by the Licensee, all at the expense of the Licensee.
Cooperation of Licensor. LICENSOR shall provide to LICENSEE such assistance, consultation and cooperation as shall be reasonably requested by LICENSEE relating to the development and commercialization of Licensed Products.
Cooperation of Licensor. Licensor agrees to cooperate fully and to use its best efforts, including referring current distribution or other marketing contacts of Licensor to Licensee, and in providing any reasonable assistance to Licensee in solving any technical problems arising in connection with the production, use and installation of the Licensed Products. Licensor will also assist Licensee as necessary with certain training sessions to be agreed to by the parties hereto as the need arises, provided that Licensee shall pay Licensor or Xxxxxx Xxxx for any out-of-pocket expenses incurred by them incident to assisting with such training or assisting with solving technical problems.
Cooperation of Licensor. Licensor shall use Commercially Reasonable Efforts to cooperate in all reasonable respects with and provide reasonable assistance to Bayer in connection with any IND or NDA filings or any other filing with a Regulatory Authority, in each case with respect to the Licensed Product, including by executing any required documents, providing access to personnel and providing all such documentation as Bayer may reasonably require. Licensor further agrees to co-operate in all reasonable respects, at no additional cost for Bayer, with any inspection by a Regulatory Authority relating to the Licensed Product including any inspection prior to approval of a BLA for any Licensed Product. For avoidance of doubt, nothing in this section shall be deemed to entitle Licensor to attend meetings with Regulatory Authorities with respect to the Licensed Product.
SECTION 5 COMMERCIALIZATION
Cooperation of Licensor. Licensor shall fully cooperate in all reasonable respects with and provide reasonable assistance to Bayer in connection with any pricing and reimbursement filings or any other filing with a Regulatory Authority or payer, in each case with respect to the Licensed Product, including by executing any required documents, providing access to personnel and providing all such documentation as Bayer may reasonably require. For avoidance of doubt, nothing in this section shall be deemed to entitle Licensor to attend meetings with Regulatory Authorities with respect to the Licensed Product.
Cooperation of Licensor. Licensor agrees to cooperate fully and to use its reasonable efforts, in providing any reasonable assistance to Licensee in solving any technical problems arising in connection with the production, use and installation of the Licensed formulas. This will include giving the Licensee the formulas, the ingredients, the source of these ingredients, and the complete procedure on how to manufacture the products agreed upon. Licensor will also assist Licensee as necessary with certain training sessions to be agreed to by the parties hereto as the need arises, provided that Licensee shall pay Licensor for any out-of-pocket expenses incurred by them incident to assisting with such training or assisting with solving technical problems, plus give a $300/day consulting fee whenever the Licensor needs to travel to the Licensee. Licensor will also be available to answers questions by phone, fax or other methods if necessary at no additional costs.
Cooperation of Licensor. Upon execution of the Agreement, LICENSOR, in consideration of the various continuing payment obligations of LICENSEE under Article 5 (Royalties and Milestone Payments and Equity Interest) and Article 9 (Termination), shall provide to LICENSEE reasonable assistance, and cooperation as shall be reasonably requested in writing by LICENSEE relating to the development and commercialization of Licensed Products. Such assistance shall include, without limitation providing the following information during the initial technology transfer at no additional commercial consideration: · Raw material specifications and qualified vendor information · Transfer MSA, if any to the extent applicable to the Territory, with vendors for raw material supply · Surplus (non-expired and acceptable quality) raw material to be provided by LICENSOR, with LICENSEE responsible for all shipping, customs clearance and other costs to get such materials to India. · Balloon blowing equipment to be provided by the LICENSOR. All the necessary details like qualification reports, operating manuals, troubleshooting details, maintenance requirements to be shared by the LICENSOR in a proactive manner. · Complete technical files & master files to be provided · Product manufacturing training, manufacturing know-how, to the extent in written form · Technical and manufacturing assistance post transfer on a case-by-case basis subject to below conditions. · Equipment & fixture designs, drawings & other knowhow for the manufacturing process for Licensed Products. · List of key opinion leaders, if any, engaged by LICENSOR in the Territory with respect to the Licensed Products · List of dealers/ distributors engaged by LICENSOR in the Territory, if any. Any existing agreements with such entities to be transferred to LICENSEE, to the extent possible or terminated when contractually and legally possible. · Assistance in successful manufacturing, qualification and commercializing of the Products. LICENSOR and LICENSEE will use their respective commercially reasonable efforts to jointly develop and agree upon a plan to provide for the transfer of knowledge to LICENSEE including all departments such as design, production, quality, regulatory, with adequate and satisfactory documentation provided, with the intent to finalize such plan within three months after the Effective Date.
Cooperation of Licensor. Licensor, in consideration of the various continuing payment obligations of Licensee under Article 5 (License Fees, Milestone Payments and Royalties) and Article 9 (Termination), shall provide to Licensee such assistance, consultation and cooperation as shall be reasonably requested by Licensee relating to the development and commercialization of Licensed Products. Licensee shall, as it deems necessary, separately contract with Licensor for consulting services regarding the design and/or manufacturing of the Licensed Products. Licensor shall make available its personnel to provide such consulting services at commercially reasonable consulting rates, and in accordance with other terms to be separately negotiated between Licensor and Licensee. No compensation shall be paid to Licensor for any disclosures required under this Agreement.
