Initial Disclosure and Knowledge Transfer Clause Samples

Initial Disclosure and Knowledge Transfer. As soon as reasonably possible, *** after the Effective Date, OPKO shall *** transfer to Pfizer true, accurate and complete copies of all Licensed Know-How and material documentation related to Licensed Patent Rights, in each case to the extent developed by OPKO on or prior to the Effective Date, by download of digital files to a secure website or e-room designated and controlled by Pfizer. To the extent that any material Licensed Know-How *** as of the Effective Date, OPKO shall have *** such Licensed Know-How in a reasonably organized and complete form, and *** to Pfizer. Such Licensed Know-How shall include information to assist Pfizer to develop processes and procedures, including training, to Manufacture the ***.

Initial Disclosure and Knowledge Transfer. Subject to the remainder of this Section 2.3(b), within thirty (30) days following the Effective Date, Entera shall, at its own cost, transfer to OPKO copies of all Know-How included in the Entera Background IP and any Patents embodying the Entera Background IP, by download of digital files to a virtual data room or other online filesharing service designated and controlled by OPKO. It is understood and agreed that there may be additional Know-How included in the Entera Background IP that are not identified or not yet existing at the time of the initial technology transfer but that are thereafter identified or generated. If after the initial technology transfer, either Party identifies any such additional Know-How included in the Entera Background IP or at OPKO’s reasonable request, Entera shall transfer such additional Know-How included in the Entera Background IP to OPKO promptly after such identification (or notification if identified by OPKO), by download of digital files to a virtual data room or other online filesharing service designated and controlled by OPKO. To the extent that any material Know-How does not exist in written form as of the Effective Date or later date of identification, then within ninety (90) days of the Effective Date or as applicable the identification date, Entera will, at its own cost, reduce to writing such Know-How in a reasonably organized and complete form, and transfer the same to OPKO. Such Know-How shall include information to assist OPKO to develop processes and procedures, including training, to Manufacture a Collaboration Product in the Field in a safe manner and in compliance with Applicable Law.

Initial Disclosure and Knowledge Transfer. As soon as reasonably possible, but not later than thirty (30) days after the Effective Date, Axsome shall, at its own cost, transfer to Licensee (a) Regulatory materials: true, accurate and complete copies of all Licensed Know-How and documentation directly related to Licensed Products for use in the Field in the Territory, in each case to the extent in the possession and Control of Axsome on or prior to the Effective Date and in such format as that such documentation then exists, including for the avoidance of doubt, all (i) documentation comprising the Dossier and any Regulatory Approval in the Territory, (including associated CMC (chemistry, manufacturing and controls) data and clinical and other data referenced in the Dossier); (ii) applications, registrations, licenses, approvals, correspondence and reports submitted to or received from any Regulatory Authority in the Territory in relation to the Licensed Product and all supporting documents with respect thereto and referenced therein, including all pricing reimbursement information, agreements and communications, customer lists, tenders/customer contracts, marketing material etc. and all Adverse Event files and complaint files; and (iii) such further documentation related to a Regulatory Approval in the Territory for the Licensed Product requested by a Regulatory Authority in the Territory; (b) Marketing and promotion materials: copies of the marketing materials used prior to the Effective Date by Axsome or its Affiliates or their nominees with respect to the Licensed Product in the Territory; Axsome’s or its Affiliates’ customer lists with respect to Licensed Product sold in the Territory prior to the Effective Date; lists of prescribers who prescribe the Licensed Product in the Territory, which lists are in Axsome’s possession and which Axsome has a right to provide to Licensee without violating any agreement between Axsome or its Affiliates and any Third Party, lists of key opinion leaders with respect to the Licensed Product in the Territory that Axsome engaged prior to the Effective Date, provided, however, that with respect to each of the foregoing, Axsome shall provide such copies only to the extent permitted by Applicable Law;