Disclosure and Delivery. New River shall transfer to Shire any Licensed Know-How, to the extent then used in connection with the Manufacture, Commercialization or Development of the Collaboration Products; such transfer shall be effected by the delivery of documents, to the extent such Know-How is embodied in documents, and to the extent that such Know-How is not fully embodied in documents, New River shall make its employees and agents who have knowledge of such Know-How in addition to that embodied in documents available to Shire for interviews, demonstrations and training to effect such transfer in manner sufficient to enable Shire to practice such Know-How as theretofore practiced by New River.
Disclosure and Delivery. Aptalis will promptly transfer to Strakan at Strakan’s reasonable cost any Aptalis Know-How Controlled by Aptalis (“Aptalis Know-How”), to the extent then used exclusively in connection with the Development or Commercialization of the Product; such transfer shall be effected by the delivery of documents, to the extent such Know-How is embodied in documents, and to the extent that Aptalis Know-How is not fully embodied in documents, Aptalis shall, at Strakan’s reasonable cost, make its employees and agents who have knowledge of such Aptalis Know-How in addition to that embodied in documents available to Strakan at Aptalis’s premises for interviews, demonstrations and training to effect such transfer in manner sufficient to enable Strakan to practice such Aptalis Know-How as theretofore practices by Aptalis. Subject to Section 13.1.1(b), Aptalis shall also promptly transfer to Strakan all Promotional Materials.
Disclosure and Delivery. Except for an uncured material breach by Lxxxx resulting in termination by Licensee under Section 12.2, upon termination (but not expiration) of this Agreement, in its entirety, or with respect to any given country(ies) (in which case such disclosure and delivery shall be with respect to Licensee Know-How relevant to that country(ies)), for use by Lxxxx only in such country(ies), Licensee will promptly, [***] and at no cost to Lilly, do the following: (a) Licensee will promptly transfer to Lilly copies of any physical embodiment of any Licensee Know-How, to the extent then used in connection with the Development or Commercialization of the Product (in the relevant country(ies) as the case may be); and (b) such transfer shall be effected by the delivery of material documents, to the extent such Licensee Know-How is embodied in such documents, and to the extent that Licensee Know-How is not fully embodied in such documents, Licensee shall make its employees and agents who have knowledge of such Licensee Know-How in addition to that embodied in documents available to Lilly for interviews, demonstrations and training to effect such transfer in a manner sufficient to enable Lxxxx to practice such Licensee Know-How but only in a manner as set out as follows in this Section 13.4. The appropriate technical teams at Lilly and Licensee will meet to plan transfer for the Licensee Know-How as follows: (i) Licensee’s designated representative(s) for the Product will meet with representatives from Lxxxx to answer questions with respect to the Licensee Know-How and establish a plan for the transfer for such Licensee Know-How (in the relevant country(ies) as the case may be); and (ii) Licensee will allocate adequate appropriately qualified representatives to work with Lxxxx to review the Licensee Know-How to enable the completion of the transfer within 30 days of the completion of the initial transfer planning meetings to the extent reasonable [***].
Disclosure and Delivery. Sucampo represents, warrants and covenants that Sucampo shall, to its knowledge, have the full right and legal capacity to disclose and deliver the Sucampo Patent Rights and Product Trademark without violating the rights of Third Parties.
Disclosure and Delivery. Upon the termination of this Agreement and upon XENCOR providing Licensee with a written notice that XENCOR elects to (x) continue the Development and Commercialization of the Licensed Asset or the Products in the Field in the Licensed Territory and (y) take a license under and with respect to Licensee Patent Rights and Licensee Know-How in connection with the Development, Manufacture or Commercialization of the Licensed Asset or the Products, Licensee will promptly transfer to XENCOR copies of any physical embodiment of any Licensee Know-How relating to the Licensed Asset or the Products, to the extent used by Licensee or its Affiliates in connection with the Development, Manufacture or Commercialization of the Licensed Asset or the Products. The foregoing transfer shall be effected by the delivery of material documents, to the extent such Licensee Know-How is embodied in such documents, and to the extent that such Licensee Know-How is not fully embodied in such documents, Licensee shall, upon the reasonable request of XENCOR, make its employees and agents who have knowledge of such Licensee Know-How in addition to that embodied in documents available to XENCOR for interviews, demonstrations and training to effect such transfer in a manner sufficient to enable XENCOR to practice such Licensee Know-How, either at Licensee’s facilities or through teleconferences.
Disclosure and Delivery. Upon the termination of this Agreement and upon Zenas providing Licensee with a written notice that Zenas elects to (a) continue the Development and Commercialization of the Compound or the Products in the Field in the Territory and (b) take a license under and with respect to Licensee Patent Rights and Licensee Know-How in connection with the Development, Manufacture or Commercialization of the Compound or the Products, Licensee will promptly transfer to Zenas copies of any physical embodiment of any Licensee Know-How relating to the Compound or the Products, to the extent used by Licensee or its Affiliates in connection with the Development, Manufacture or Commercialization of the Compound or the Products. The foregoing transfer shall be effected by the delivery of material documents, to the extent such Licensee Know-How is embodied in such documents, and to the extent that such Licensee Know-How is not fully embodied in such documents, Licensee shall, upon the reasonable request of Zenas, make its employees and agents who have knowledge of such Licensee Know-How in addition to that embodied in documents available to Zenas for interviews, demonstrations and training to effect such transfer in a manner sufficient to enable Zenas to practice such Licensee Know-How, either at Licensee’s facilities or through teleconferences.
Disclosure and Delivery. As applicable in the case of JBI having exercised the License Option, with respect to any JBI Applied Know-How, JBI shall deliver to Scholar Rock the physical embodiment of such JBI Applied Know-How to the extent such Know-How is embodied in documents or biological or chemical materials, and to the extent that such JBI Applied Know-How is not fully embodied in documents or biological or chemical materials, JBI shall make its employees and agents who have knowledge of such JBI Applied Know-How in addition to that embodied in documents available to Scholar Rock for interviews, demonstrations and training, at Scholar Rock’s sole expense, in a manner sufficient to enable Scholar Rock to practice such JBI Applied Know-How as theretofore practiced by JBI.
Disclosure and Delivery. Caltech shall disclose and deliver to Licensee: (a) copies of all patent applications and issued patents within the Exclusively Licensed Patent Rights; (b) upon request of Licensee, copies or disclosures of any Technology, (c) copies of all disclosures, including all proprietary information, know-how, procedures, methods, prototypes, and designs related to Improvement Patent Rights.
Disclosure and Delivery. Pfizer will promptly transfer to Auxilium copies of any physical embodiment of any Pfizer Applied Know-How, to the extent then used in connection with the Development or Commercialization of the Product; such transfer shall be effected by the delivery of material documents, to the extent such Pfizer Applied Know-How is embodied in such documents, and to the extent that Pfizer Applied Know-How is not fully embodied in such documents, Pfizer shall make its employees and agents who have knowledge of such Pfizer Applied Know-How in addition to that embodied in documents available to Auxilium for interviews, demonstrations and training to effect such transfer in a manner sufficient to enable Auxilium to practice such Pfizer Applied Know-How but only in a manner as ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
Disclosure and Delivery. Promptly upon their inception, conception, creation, development, or being authored by me alone or with others, I will identify and disclose to Yahoo!, during and after my provision of the Services, all Assignable Developments (and any related intellectual property filings). I will maintain and provide to Yahoo! adequate and current written records regarding the development of all such Developments. To permit a determination as to whether or not Developments (and related intellectual property rights) should be assigned to Yahoo!, I will disclose all information that Yahoo! reasonably requests regarding Developments that reasonably relate to Yahoo!’s business, including those I contend I have no duty to assign. Such disclosures will be made in confidence, if of a non-public nature. Upon request, I will deliver to Yahoo! any and all tangible embodiments of all Assignable Developments. All Assignable Developments will constitute Proprietary Information of Yahoo!.
