Hardware Technology Transfer Clause Samples

Hardware Technology Transfer. Upon the exercise by Apple of the Hardware and Patent Acquisition Right, AuthenTec will use its best efforts to immediately transfer and deliver to Apple all Hardware Technology (in a format mutually agreed upon by Apple and AuthenTec) existing as of the Effective Date in the manner and in accordance with the process, timelines and other requirements set forth in the Technology Transfer Statement of Work attached hereto as Schedule A (“Technology Transfer Statement of Work”). Apple will promptly acknowledge receipt of any Hardware Technology transferred to and received by Apple or notify AuthenTec of any deficiencies with respect to any Hardware Technology transferred to and received by Apple. Until such transfer and delivery is complete in accordance with the Technology Transfer Statement of Work, AuthenTec will provide a written update to Apple each day indicating (a) the Hardware Technology transferred and delivered by AuthenTec to Apple on such day and (b) the Hardware Technology that will be transferred and delivered by AuthenTec to Apple on the next day. During the period of AuthenTec’s transfer and delivery of the Hardware Technology as set forth in the Technology Transfer Statement of Work, AuthenTec will make available to Apple, at no additional cost to Apple, all assistance, existing engineering resources (which engineering resources have supported or are supporting any research, development, manufacturing, analysis or testing of any Project IP (as defined in each of the Prior Interim Agreement and the Interim Agreement) or any Project Work Product (as defined in the Development Agreement)), training and technical support to enable Apple to make productive use of the Hardware Technology in connection with the design, development and/or Commercialization of any Apple Sensors for incorporation into or use with any Apple Products. AuthenTec will ensure that all engineering resources provided under this Section 3.8 have appropriate technical competency.