Development Transfer Sample Clauses
Development Transfer. With respect to a particular Licensed Product, as promptly as practicable following the Commercial Option Exercise Date for such Licensed Product, Precision shall deliver to Baxalta a copy of all Precision Know-How then existing that relates to such Licensed Product, and a description of the status of the Development efforts to date for such Licensed Product.
Development Transfer. In the event ARIAD exercises an Opt-Out Right on any occasion for Late Stage Clinical Trials proposed in a Clinical Trial Proposal submitted by MERCK for a Product for a [***] and MERCK proceeds with the Late Stage Clinical Trials for such [***], then, as of the Separation Date, MERCK shall be the Responsible Party and ARIAD will be the Participating Party for the Development of Products for [***] throughout the Territory (including, for the avoidance of doubt, the U.S. Territory) (a “Development Transfer”);and the license set forth in Section 6.1.1(a) shall become exclusive with respect to the conduct of Clinical Trials throughout the Territory.
Development Transfer. (a) Subject to clauses (b) and (c) of this Section 3.2.1, as promptly as possible and in any event in accordance with the timing set forth in the Technology Transfer Plan, Relay will, at its own cost and expense, initiate and complete a technology transfer to Licensee of the Relay Know-How, documentation and other Materials that relate to the Research, Development or Commercialization of the Lead Candidate or Lead Product (such Know-How, documentation and Materials, the “Development Know-How and Materials”) and that are listed on the Technology Transfer Plan (such transfer, the “Development Transfer”). To the extent any copies of documents or materials within the Development Know-How and Materials are in possession of a Third Party, Relay is solely responsible, at its own cost and expense, to procure and provide to Licensee all such Development Know-How and Materials, together with all rights to access and use any such Development Know-How and Materials in accordance with this Agreement (which may be procured or provided by letters of authorization or comparable instruments where approved by Licensee). Relay will make available its personnel (and use Commercially Reasonable Efforts to cause its Third Party Subcontractors with relevant subject matter expertise to be available) on a reasonable basis to consult with Licensee with respect to the Development Know-How and Materials and Development Transfer.
(b) It is understood and agreed that there may be additional Development Know-How and Materials that are not identified at the time of the Development Transfer but that are thereafter identified. If after the Development Transfer, either Party identifies any such additional Development Know-How and Materials that are in Relay’s Control, Relay shall transfer such additional Know-How and Materials to Licensee promptly after such identification and notification.
(c) It is also understood and agreed that there are additional Development Know-How and Materials that are not yet existing at the time of the Development Transfer but are expected to be generated by Relay after the Effective Date. Relay shall provide such additional Development Know-How and Materials as such Know-How and Materials are generated, either in accordance with the timeline as set forth in the Technology Transfer Plan or in reasonable batches, as discussed by the Parties. [***].
Development Transfer