Disclosure of Drug Conjugation Technology. During the Program Support Term, SGI shall (a) disclose to Genmab such SGI Know-How as is required and is reasonably useful to enable Genmab to use the Drug Conjugation Materials and Drug Conjugation Technology to practice the license for an Exclusive Product on the terms, and subject to the conditions, of this Agreement and (b) upon Genmab’s reasonable request and with adequate notice to SGI, make available to Genmab at SGI’s facilities, SGI’s personnel to provide a reasonable amount of technical assistance and training to Genmab’s personnel. Genmab shall [ * ] to SGI for [ * ].
Disclosure of Drug Conjugation Technology. During the Term, SGI shall (a) disclose to Licensee such SGI Know-How as is reasonably useful to enable Licensee to use the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Drug Conjugation Materials and Drug Conjugation Technology as provided in the Research Plan or to practice the Research License and Exclusive Licenses, and subject to the conditions, of this Agreement and (b) upon Licensee’s reasonable request and with adequate notice to SGI, make available to Licensee at SGI’s facilities, SGI’s personnel to provide a reasonable amount of technical assistance and training to Licensee’s personnel. Licensee shall pay to SGI for such assistance an amount equal to the FTE Fees in accordance with Section 6.1.2 for SGI employees providing such assistance.
Disclosure of Drug Conjugation Technology. SGI shall disclose to EOS such Drug Conjugation Technology, SGI Know-How, New Technologies and Improvements as is necessary to enable EOS to use the Drug Conjugation Technology, SGI Know-How, New Technologies and Improvements at its own facilities on the terms and subject to the conditions of this Agreement. In addition, during the term of this Agreement, SGI shall, upon EOS's reasonable request and with adequate notice to SGI, make available to EOS at SGI's facilities, SGI's personnel to provide a reasonable amount of technical assistance and training to EOS's personnel. If such SGI personnel are engaged in preparing ADC's when such training occurs, then the fees listed in SCHEDULE D shall [***] providing such technical assistance. If not, then EOS [***].
Disclosure of Drug Conjugation Technology. During the ADC Research Program Term, SGI shall (a) disclose to Agensys such SGI Independent Technology as is reasonably useful to enable Agensys to use the Drug Conjugation Materials and Drug Conjugation Technology as provided in the Designated Antigen Research Plan or to practice the Research License and (b) upon Agensys’ reasonable written request and with adequate notice to SGI, make available to Agensys at SGI’s facilities, SGI’s personnel to provide a reasonable amount of technical assistance and/or training to Agensys’ personnel. All such technical assistance and/or training shall be agreed in advance in writing and Agensys shall pay to SGI for such technical assistance and/or training an amount equal to SGI’s Internal Expenses in accordance with Section 11.1 for SGI employees providing such assistance.
Disclosure of Drug Conjugation Technology. During the Term, Licensor shall (a) disclose to Licensee such Licensor Know-How as is reasonably useful to enable Licensee to use the Drug Conjugation Materials and Drug Conjugation Technology as provided in the Research Plan or to practice the Exclusive License on the terms, and subject to the conditions, of this Agreement and (b) upon Licensee’s reasonable request and with adequate notice to Licensor, make available to Licensee at Licensor’s facilities, Licensor’s personnel to provide a reasonable amount of technical assistance and training to Licensee’s personnel. Licensee shall pay to Licensor for such assistance an amount equal to the FTE Fees in accordance with Section 6.1.2 for Licensor employees providing such assistance.
Disclosure of Drug Conjugation Technology. SGI shall disclose to EOS such Drug Conjugation Technology, SGI Know-How, New Technologies and Improvements as is necessary to enable EOS to use the Drug Conjugation Technology, SGI Know-How, New Technologies and Improvements at its own facilities on the terms and subject to the conditions of this Agreement. In addition, during the term of this Agreement, SGI shall, upon EOS’s reasonable request and with adequate notice to SGI, make available to EOS at SGI’s facilities, SGI’s personnel to provide a reasonable amount of technical assistance and training to EOS’s personnel. [*].
Disclosure of Drug Conjugation Technology. During the Research Program Term, SGI shall (a) disclose to Licensee such SGI Know-How as is reasonably useful to enable Licensee to use the Drug Conjugation Materials and Drug Conjugation Technology as provided in the Research Plan or to practice the Exclusive License on the terms, and subject to the conditions, of this Agreement and (b) upon Licensee’s reasonable request and with adequate notice to SGI, make available to Licensee at SGI’s facilities, SGI’s personnel to provide a reasonable amount of technical assistance and training to Licensee’s personnel. Licensee shall pay to SGI for such assistance an amount equal to the FTE Fees in accordance with Section 6.1.2 for SGI employees providing such assistance.
Disclosure of Drug Conjugation Technology. SGI shall disclose and supply to Celltech in a timely manner such SGI Technology, including Drug Conjugation Technology, SGI Know-How and technology covered by New Third Party License Agreements and any related materials, as may be useful to enable Celltech to use the same at its own facilities for the purposes of and on the terms and conditions of this Agreement. In addition, during the term of this Agreement, SGI shall, upon Celltech’s reasonable request and with reasonable notice to SGI, make available to Celltech at SGI’s facilities, SGI’s personnel to provide a reasonable amount of technical assistance and training to Celltech’s personnel. Celltech shall pay all out-of-pocket expenses and FTE costs incurred by SGI in providing such technical assistance and training in accordance with Section 3.4(c).
Disclosure of Drug Conjugation Technology. SGI shall disclose to GNE such Drug Conjugation Technology, SGI Know-How, [***] and Improvements as is reasonably useful to enable GNE to use the Drug Conjugation Technology, SGI Know-How, [***] and Improvements at GNE’s facilities on the terms and subject to the conditions of this Agreement. In addition, during the term of this Agreement, SGI shall, upon GNE’s reasonable request and with adequate notice to SGI, make available to GNE at SGI’s facilities, SGI’s personnel to provide a reasonable amount of technical assistance and training to GNE’s personnel. GNE shall pay [***] costs and reasonable travel expenses (at cost) incurred by SGI in providing such technical assistance and training in accordance with Section 7.1.4.
Disclosure of Drug Conjugation Technology. During the Program Support Term, SGI shall (a) disclose to Genmab such SGI Know-How as is required and is reasonably useful to enable Genmab to use the Drug Conjugation Materials and Drug Conjugation Technology to practice the license for an Exclusive Product on the terms, and subject to the conditions, of this Agreement and (b) upon Genmab’s reasonable request and with adequate notice to SGI, make available to Genmab at SGI’s facilities, SGI’s personnel to provide a reasonable amount of technical assistance and training to Genmab’s personnel. Genmab shall [ * ] to SGI for [ * ]. 4.4.6 SGI Regulatory and other Assistance. Genmab shall be solely responsible for, and shall solely own, all applications for Regulatory Approval with respect to each Exclusive Product. Should Genmab desire to file an IND or an application for Regulatory Approval, or equivalents of the foregoing, for an Exclusive Product, SGI agrees to provide at Genmab’s request, any and all technical information SGI has created or possesses that is reasonably required by Genmab, including information relating to the chemical structure of the cytotoxic compound, linker and chemistry used to create the Exclusive Product, as well as documents related specifically to Drug Conjugation Technology that are necessary to compile the Chemistry Manufacturing and Controls section of an application for Regulatory Approval and any other relevant information SGI has created or possesses as the Parties may mutually agree. If SGI has a Drug Master File (DMF) with the FDA or equivalent that contains information useful to support an IND or application for Regulatory Approval, SGI shall so notify Genmab and allow Genmab the right of reference to the contents of such DMF. SGI shall have no obligation to provide any information contained in the DMF and may require the applicable Regulatory Authority to maintain such information as confidential. Prior to Genmab’s Initiation of the [ * ], SGI agrees to share with Genmab useful preclinical, clinical, CMC and regulatory experience and intelligence, that SGI is at liberty to share. The sharing of such information can -27-
