Initial Know-How Transfer Sample Clauses

Initial Know-How Transfer. At a time period to be agreed upon by the Parties after the Effective Date, Ionis will provide and transfer, and in any event will initiate such transfer within [***] after the Effective Date, to Otsuka copies of the Ionis Know-How (other than Ionis Manufacturing and Analytical Know-How, the transfer of which will be conducted pursuant to Section 7.4 (Manufacturing Technology Transfer)) that (a) exists on the Effective Date, (b) was not previously provided to Otsuka, and (c) is [***] to Develop, Commercialize or conduct Packaging and Labeling or Medical Affairs for a Licensed Product (such transfer, the “Initial Know-How Transfer”). Ionis may make such Ionis Know-How available in such reasonable form as maintained by Xxxxx. In addition to the Initial Know-How Transfer, upon Otsuka’s reasonable request during the Term, Ionis will provide and transfer to Otsuka copies of or otherwise make available to Otsuka all Ionis Know-How (other than Ionis Manufacturing and Analytical Know-How) not previously provided to Otsuka hereunder to the extent such Ionis Know-How is [***] to Develop, Commercialize or conduct Packaging and Labeling or Medical Affairs for a Licensed Product, including in accordance with Section 4.7 (Data Transfer), Section 5.6 (Cooperation), Section 6.1.2 (Commercialization in the Otsuka Territory), Section 6.2 (Commercialization and Medical Affairs Reporting), and Section 7.1.1 (Ionis Manufacturing) (the “Continuing Know-How Transfer,” and together with the Initial Know-How Transfer, the “Technology Transfer”).
Sample 1
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Initial Know-How Transfer. [***], Blueprint will provide and transfer to CStone copies of Blueprint Know-How (other than Blueprint Manufacturing Know-How, the transfer of which will be performed pursuant to Section 4.2 (Manufacturing Technology Transfer)) that exists on the Effective Date to the extent not previously provided to CStone, including data and results required for CStone to file an IND for the Blueprint Products, and, if applicable, Blueprint Combination Products, in each case, in the Territory (the “Initial Know-How Transfer”). Blueprint may make such Blueprint Know-How available in such reasonable form as Blueprint determines, including, if Blueprint so elects, in the form such Blueprint Know-How is maintained by Blueprint.
Sample 1
Initial Know-How Transfer. Medigen shall provide all documents in accordance with Appendix 1 of the up-to-date WHO guidelines on technology transfer in pharmaceutical manufacturing, set out following this link (“The Guidelines”): xxxxx://xxx.xxx.xxx/media/docs/default-source/essential-medicines/norms-and- standards/qas20-869-transfer-of-technology.pdf?sfvrsn=2a4723bc_5 ; provided that if any change to the Appendix 1 after February 1, 2023 increases Medigen’s cost for providing such documents, such increase cost should be borne by the Sublicensee. In such event, Medigen shall undertake all reasonable efforts to minimize the cost of providing any additional documents. Above documents shall be delivered within approximately 3 months after Effective Date of each Sublicense.
Sample 1
Initial Know-How Transfer. [***], ImmunoGen will provide and transfer to Partner copies of ImmunoGen Know-How (other than [***])) that exists on the Effective Date to the extent not previously provided to Partner and is necessary or reasonably useful for Partner’s Development, performance of Medical Affairs, or Commercialization of Licensed Products or Companion Diagnostics in the Territory in accordance with this Agreement, which ImmunoGen Know-How will include information regarding the characterization of Licensed Products, other than CMC process characterization, process and specifications relating to the packaging and labeling of Licensed Products (“ImmunoGen P&L Process and Specifications”), summaries of the status of Licensed Product Development, U.S. INDs with respect to Licensed Products, clinical studies data and results related to Licensed Products, and existing IND-enabling Data (the “Initial Know-How Transfer”). ImmunoGen will make such ImmunoGen Know-How available in such reasonable form as maintained by ImmunoGen.
Sample 1
Initial Know-How Transfer. [****] Blueprint will provide and transfer to Zai copies of Blueprint Know-How (other than Blueprint Manufacturing Know-How, the transfer of which will be performed pursuant to Section 4.2 (Manufacturing Technology Transfer)) that exists on the Effective Date to the extent not previously provided to Zai, including data and results required for Zai to file an IND for the Licensed Products, in each case, in the Territory (the “Initial Know-How Transfer”). Blueprint may make such Blueprint Know-How available in such reasonable form as Blueprint determines, including, if Blueprint so elects, in the form such Blueprint Know-How is maintained by Blueprint.
Sample 1
Initial Know-How Transfer. Within a reasonable period of time after the Effective Date as agreed by the Parties (but in no event more than [***] days after the Effective Date unless otherwise agreed by the Parties), Kiniksa will provide and transfer to Partner copies of Kiniksa Know-How (other than Kiniksa Manufacturing Know-How, the transfer of which will be performed pursuant to Section 4.2 (Manufacturing Technology Transfer)), that exists on the Effective Date to the extent not previously provided to Partner and is [***] for Partner’s performance of Clinical Development or Medical Affairs, or Commercialization of Licensed Product in the Territory in accordance with this Agreement, which Kiniksa Know-How will include information regarding the characterization of Licensed Product, other than CMC process characterization and process and specifications relating to the packaging and labeling of Licensed Product (“Kiniksa P&L Process and Specifications”), U.S. INDs with respect to Licensed Product, clinical studies data and results related to Licensed Product, and existing IND-enabling Data (the “Initial Know-How Transfer”). Kiniksa or its Affiliate may make such Kiniksa Know-How available in the form it is currently constituted or such other reasonable form as Kiniksa reasonably determines following consultation with Partner.
Sample 1
Initial Know-How Transfer. Within a reasonable time not to exceed [***] after the Effective Date, each of Biohaven and BioShin will make available to Pfizer (in such format as Pfizer may reasonably request) true, accurate and complete copies of all Biohaven Know-How and BioShin Know-How, as applicable, that exists as of the Effective Date and is necessary or reasonably useful to Commercialize the Licensed Product in accordance with this Agreement, including (a) the Biohaven Know-How and BioShin Know-How listed on Schedule 4.6.1 and (b) all Data from Clinical Trials and preclinical studies for the Licensed Product that have been conducted by Biohaven or BioShin prior to the Effective Date and all INDs and NDAs related to such Clinical Trials. Any Biohaven Know-How or BioShin Know-How [***] will remain accessible (including accessible for download) to Pfizer for at least [***] after the Effective Date and will not need to be provided to Pfizer again to the extent such Know-How is accessible to Pfizer for download; provided that the Parties have agreed on a format for downloading or otherwise providing such information to Pfizer in an accessible manner. For the avoidance of doubt, neither Biohaven nor BioShin shall have any obligation to reduce to tangible embodiments any Biohaven Know-How or BioShin Know-How, as applicable, to the extent such embodiments do not exist as of the Effective Date.
Sample 1
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Initial Know-How Transfer. Within a reasonable period of time after the Effective Date as agreed by the Parties (but in no event more than [***] days after the Effective Date unless otherwise agreed by the Parties), Kiniksa will provide and transfer to Partner copies of Kiniksa Know-How that exists on the Effective Date to the extent not previously provided to Partner and is [***] for Partner’s performance of Clinical Development or Medical Affairs, or Commercialization of Licensed Product in the Territory in accordance with this Agreement, which Kiniksa Know-How will include information regarding the characterization of Licensed Product, other than CMC process characterization and process and specifications relating to the packaging and labeling of Licensed Product (“Kiniksa P&L Process and Specifications”), U.S. INDs with respect to Licensed Product, clinical studies data and results related to Licensed Product, and existing IND-enabling Data (the “Initial Know-How Transfer”). Kiniksa or its Affiliate may make such Kiniksa Know-How available in the form it is currently constituted or such other reasonable form as Kiniksa reasonably determines.
Sample 1

Related to Initial Know-How Transfer

  • License Transfer Customer may not sublicense, assign, transfer, rent or lease the software or software license except as permitted by HP. HP-branded software licenses are generally transferable subject to HP’s prior written authorization and payment to HP of any applicable fees. Upon such transfer, Customer’s rights shall terminate and Customer shall transfer all copies of the software to the transferee. Transferee must agree in writing to be bound by the applicable software license terms. Customer may transfer firmware only upon transfer of associated hardware.

  • Software Transfer You may permanently transfer all of your rights under this XXXX, provided you (a) retain no copies, (b) transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this XXXX, and, if applicable, the Certificate of Authenticity), and (c) the recipient agrees to abide by all of the terms of this XXXX. If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior versions of the SOFTWARE PRODUCT and all of your rights therein, if any.

  • Contact in Event of Unauthorized Transfer If you believe your Card and/or access code has been lost or stolen or that someone has transferred or may transfer money from your account without your permission, either call us immediately at:

  • Dissemination of Research Findings and Acknowledgement of Controlled-Access Datasets Subject to the NIH GDS Policy

  • Vendor Logo (Supplemental Vendor Information Only) No response Optional. If Vendor desires that their logo be displayed on their public TIPS profile for TIPS and TIPS Member viewing, Vendor may upload that logo at this location. These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only. Some participating public entities are required to seek Disadvantaged/Minority/Women Business & Federal HUBZone ("D/M/WBE/Federal HUBZone") vendors. Does Vendor certify that their entity is a D/M/WBE/Federal HUBZone vendor? If you respond "Yes," you must upload current certification proof in the appropriate "Response Attachments" location. NO Some participating public entities are required to seek Historically Underutilized Business (HUB) vendors as defined by the Texas Comptroller of Public Accounts Statewide HUB Program. Does Vendor certify that their entity is a HUB vendor? If you respond "Yes," you must upload current certification proof in the appropriate "Response Attachments" location. No Can the Vendor provide its proposed goods and services to all 50 US States? Yes

  • Valid Transfer This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the Trust. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders).

  • Lost Shareholder Due Diligence Searches and Servicing The Trust hereby acknowledges that USBFS has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended. Costs associated with such searches will be passed through to the Trust as an out-of-pocket expense in accordance with the fee schedule set forth in Exhibit C hereto. If a shareholder remains lost and the shareholder’s account unresolved after completion of the mandatory Rule 17Ad-17 search, the Trust hereby authorizes vendor to enter, at its discretion, into fee sharing arrangements with the lost shareholder (or such lost shareholder’s representative or executor) to conduct a more in-depth search in order to locate the lost shareholder before the shareholder’s assets escheat to the applicable state. The Trust hereby acknowledges that USBFS is not a party to these arrangements and does not receive any revenue sharing or other fees relating to these arrangements. Furthermore, the Trust hereby acknowledges that vendor may receive up to 35% of the lost shareholder’s assets as compensation for its efforts in locating the lost shareholder.

  • TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES The goal of this task is to develop a plan to make the knowledge gained, experimental results, and lessons learned available to the public and key decision makers. • Prepare an Initial Fact Sheet at start of the project that describes the project. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that discusses results. Use the format provided by the CAM. • Prepare a Technology/Knowledge Transfer Plan that includes: o An explanation of how the knowledge gained from the project will be made available to the public, including the targeted market sector and potential outreach to end users, utilities, regulatory agencies, and others. o A description of the intended use(s) for and users of the project results. o Published documents, including date, title, and periodical name. o Copies of documents, fact sheets, journal articles, press releases, and other documents prepared for public dissemination. These documents must include the Legal Notice required in the terms and conditions. Indicate where and when the documents were disseminated. o A discussion of policy development. State if project has been or will be cited in government policy publications, or used to inform regulatory bodies. o The number of website downloads or public requests for project results. o Additional areas as determined by the CAM. • Conduct technology transfer activities in accordance with the Technology/Knowledge Transfer Plan. These activities will be reported in the Progress Reports. • When directed by the CAM, develop Presentation Materials for an Energy Commission- sponsored conference/workshop(s) on the project. • When directed by the CAM, participate in annual EPIC symposium(s) sponsored by the California Energy Commission. • Provide at least (6) six High Quality Digital Photographs (minimum resolution of 1300x500 pixels in landscape ratio) of pre and post technology installation at the project sites or related project photographs. • Prepare a Technology/Knowledge Transfer Report on technology transfer activities conducted during the project. • Initial Fact Sheet (draft and final) • Final Project Fact Sheet (draft and final) • Presentation Materials (draft and final) • High Quality Digital Photographs • Technology/Knowledge Transfer Plan (draft and final) • Technology/Knowledge Transfer Report (draft and final)

  • How Do I Get More Information? This Notice summarizes the Action, the terms of the Settlements, and your rights and options in connection with the Settlements. More details are in the Settlement Agreements, which are available for your review at xxx.XxxxxxxxxXxxXxxxxxxxxXxxxxxxxxx.xxx. The Settlement Website also has the Second Amended Complaint and other documents relating to the Settlements. You may also call toll-free 0-000-000-0000 or write the Claims Administrator at: Financial Aid Antitrust Settlements, c/o Claims Administrator, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, XX 00000. To: Settlement Class Member Email Address From: Claims Administrator Subject: Notice of Proposed Class Action Settlement – Xxxxx, et al. x. Xxxxx University, et al. Please visit xxx.XxxxxxxxxXxxXxxxxxxxxXxxxxxxxxx.xxx for more information. • The Court has preliminarily approved proposed settlements (“Settlements”) with the following ten schools: Brown University, the University of Chicago, the Trustees of Columbia University in the City of New York, Trustees of Dartmouth College, Duke University, Emory University, Northwestern University, Xxxxxxx Xxxxx Xxxx University, Vanderbilt University, and Yale University (collectively the “Settling Universities”). • The Court has also preliminarily approved a class of students who attended one or more of the Settling Universities during certain time periods. This is referred to as the “Settlement Class,” which is defined in more detail below.

  • Company to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet If requested by the Representatives, the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement, to the Representatives an “electronic Prospectus” to be used by the Underwriters in connection with the offering and sale of the Offered Shares. As used herein, the term “electronic Prospectus” means a form of Time of Sale Prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representatives, that may be transmitted electronically by the Representatives and the other Underwriters to offerees and purchasers of the Offered Shares; (ii) it shall disclose the same information as the paper Time of Sale Prospectus, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow investors to store and have continuously ready access to the Time of Sale Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Time of Sale Prospectus.

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