Initial Data Transfer. Within [***] days of Codiak’s reasonable request, Kayla shall promptly deliver or otherwise provide Codiak with copies of certain documentation, data and information that constitute Licensed Know-How (preferably in digital or other electronic format where possible, but which may also include hard-copy documentation) and are identified in Exhibit B (attached hereto).
Initial Data Transfer. (a) Within [***] after the Development Transition Date, MacroGenics shall deliver to Company electronic copies (unless otherwise required by Applicable Law) of all Regulatory Materials relating to the Products in the Field in the Territory which are Controlled by MacroGenics. Upon the completion of such transfer, MacroGenics shall, and hereby does, assign to Company all such Regulatory Materials and shall promptly (and in any case within [***] take all steps reasonably necessary to effectuate the assignment of all INDs, Regulatory Approval Applications and Regulatory Approvals included in such Regulatory Materials, including submitting to any applicable Regulatory Authority a letter or other necessary documentation (with copy to Company) notifying the Regulatory Authority of the assignment. In the event that any such IND, Regulatory Approval Application or Regulatory Approval cannot be transferred within such [***] period, MacroGenics shall take all actions reasonably requested by Company with respect to the maintenance or transfer of such IND, Regulatory Approval Application or Regulatory Approval.
(b) Within [***] after the Development Transition Date, MacroGenics shall make available to Company separate electronic copies of all remaining Regulatory Documentation, including the study reports from all non-clinical trials and clinical trials, in each case, whether completed prior to the Development Transition Date or then in-progress, that are Controlled by MacroGenics (to the extent not previously provided to Company).
(c) Notwithstanding Section 5.1(a) and Section 5.1(b), from time to time after the Development Transition Date, to the extent not done so already, MacroGenics shall, and shall cause its Affiliates to, without additional compensation, disclose and make available to Company, in whatever form Company may reasonably request, as soon as reasonably practicable after the earlier of the development, making, conception or reduction to practice, all Regulatory Documentation and other Information Controlled by MacroGenics, which in each case is reasonably necessary or useful for Company’s Exploitation of the Compounds and the Products, including copies or tangible embodiments thereof. For clarity, MacroGenics will have the right, unless otherwise required by Applicable Law, to retain original copies of the foregoing subject to ARTICLE 12.
Initial Data Transfer. Within a reasonable time not to exceed […***…] following the Effective Date, Palatin shall disclose to AMAG all Palatin Know-How necessary or useful in connection with securing Regulatory Approval and Commercializing Products in the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. Territory, together with such additional Palatin Know-How as AMAG may reasonably request, in each case to the extent developed by Palatin on or prior to the Effective Date, in either the format in which such Palatin Know-How then exists or in such other format as AMAG may reasonably request (including by download of digital files to a secure website or e-room designated and controlled by AMAG).
Initial Data Transfer. Within a reasonable time not to exceed [ * ] following the Effective Date, Sangamo will disclose to Pfizer true, accurate and complete copies of all Licensed Know-How, in each case to the extent developed by Sangamo on or prior to the Effective Date and in such format as Pfizer may reasonably request (including by download of digital files to a secure website or e-room designated and controlled by Pfizer).
Initial Data Transfer. CytRx shall make available to SynthRx on or prior to the Closing Date in English and in writing for its use, CytRx Know-How in CytRx’s possession as of the Closing Date (as defined in the Organization Agreement), including but not limited to the embodiments of such CytRx Know-How as set forth on the attached Schedule C. CytRx also agrees to disclose to SynthRx, upon execution of this Agreement CytRx’s pending United States patent applications, if any. CytRx shall also transfer to SynthRx within 60 days of the Closing Date copies of all regulatory filings (including without limitation IND’s) and data pertaining to FLOCOR, OptiVax and CytRx’s Anti-Infectives patent portfolio.
Initial Data Transfer. Within a reasonable time not to exceed thirty (30) days following the Effective Date or such longer period as agreed in writing by the Parties, eFFECTOR will disclose to Pfizer true, accurate and complete copies of [***] of eFFECTOR Know-How, in each case to the extent developed by eFFECTOR on or prior to the Effective Date and in such format as Pfizer may reasonably request (including by download of digital files to a secure website or e-room designated and controlled by Pfizer).
Initial Data Transfer. Within sixty (60) days of the Effective Date, CytRx shall make available to PDC in English and in writing for its use, CytRx Know-How in CytRx’s possession as of the Effective Date, including but not limited to the embodiments of such CytRx Know-How as set forth on the attached Schedule B. CytRx also agrees to disclose to PDC, upon execution of this Agreement CytRx’s pending United States Patent Applications identified in Schedule A of this Agreement.
Initial Data Transfer. Within a reasonable time [*****] following the Effective Date, Theravance will disclose to Pfizer true, accurate and complete copies of the Theravance Know-How listed on Schedule 2.6. Upon Pfizer’s reasonable request within the first three (3) months following the Effective Date, Theravance will make employees or agents of Theravance available to Pfizer for up to [*****], to facilitate the foregoing technology transfer of the Theravance Know-How and to respond to Pfizer’s inquiries pertaining to the Theravance Technology, provided that Theravance shall not be required to generate any new data or information in connection with this Section 2.6.
Initial Data Transfer. Within sixty (60) days after the Effective Date, Cell Genesys shall make available to Takeda copies of all Regulatory Materials of Cell Genesys generated as of the Effective Date and relating to the use of the Product (as defined in Section 1.69(a)) in the Field. Within ninety (90) days after execution of this Agreement, Cell Genesys shall deliver to Takeda copies of the study reports from Phase 1 Clinical Trials and Phase 2 Clinical Trials completed as of the Effective Date that are Controlled by Cell Genesys (to the extent not previously provided to Takeda), as such reports become available to Cell Genesys, and to the extent that they relate to the use of the Product in the Field.
Initial Data Transfer. As soon as practicable but not later than three (3) months after the Effective Date, AMAG shall provide Takeda (i) copies of all filings contained within the Regulatory Materials of AMAG generated as of the Effective Date and relating to the Product in the Field and relevant to the Licensed Territory, and (ii) access to the clinical databases and copies of the study reports from those clinical trials set forth on Schedule 5.1, including any updates to such databases and reports as such updates become available to AMAG, to the extent that they relate to the Product in the Field.
