Initial Technology Transfer. As soon as reasonably practical following the Effective Date, Eton shall provide *** with a copy of the Specifications, the anticipated formulation for Product, and the initial manufacturing process for Product. ***Text has been omitted pursuant to Registrant’s confidential treatment request filed with the Securities and Exchange Commission (“Commission”) pursuant to Rule 406 under the Securities Act of 1933. The omitted text has been filed separately with the Commission.
Initial Technology Transfer. Commencing promptly after each License Date for a particular Licensed Product, and to the extent not already provided to TAIHO, Arcus shall provide to TAIHO all existing and available to Arcus (in recorded form) Arcus Know-How that enabled the filing of the IND by or under authority of Arcus outside of the Territory for the applicable Licensed Product, all Regulatory Filings and substantive Regulatory Documentation for the applicable Licensed Product and all other Arcus Know-How which is reasonably necessary or useful for the Development or manufacture of the Licensed Product in or for the Territory.
Initial Technology Transfer. (i) Within a period of [**] months following the Effective Date (“Technology Transfer Period”), Alnylam shall complete the activities assigned to Alnylam as set forth on the technology transfer plan attached hereto as Schedule F (as it may be amended from time to time by mutual agreement of the Parties, the “Technology Transfer Plan”), at no additional cost to Licensee (subject to subsection 3.1(d) below), to effect the transfer to Licensee (or its designated Affiliate(s)) of Licensed Intellectual Property that is reasonably necessary for the exercise of Licensee’s rights under the licenses granted pursuant to Section 2.1(a) and for the operation of the facility in Kulmbach, Germany which is being transferred to Licensee pursuant to the terms of the Share Purchase Agreement (“Kulmbach Facility”). Alnylam shall make available to Licensee such number of technical personnel as may be set forth in the Technology Transfer Plan to answer any questions or provide instruction as reasonably requested by Licensee concerning the items delivered pursuant to this Section 3.1(a), in connection with Licensee’s Discovery, Development, Commercialization and Manufacture of Licensed Products hereunder and the operation of the Kulmbach Facility.
(ii) During the Technology Transfer Period, Licensee shall conduct, and shall cause Licensee’s applicable Affiliate(s) to conduct, the activities assigned to Licensee (and/or its Affiliates) as set forth on the Technology Transfer Plan, at no additional cost to Alnylam, to effect the transfer to Alnylam (or its designated Affiliate(s)) of Know-How which is reasonably necessary to enable Alnylam (or its Affiliate(s)) to transfer the performance of the activities conducted at the Kulmbach Facility prior to the Effective Date to an alternate facility in Cambridge, MA, U.S.A, designated by Alnylam.
Initial Technology Transfer. INEX shall, upon Aradigm’s request, for a period of six months from the Effective Date, transfer to or make available to Aradigm the then most-current version of all relevant Know-How to enable Aradigm’s reasonably capable Representatives to understand such Know-How as reasonably necessary to encapsulate Ciprofloxacin using the INEX Liposome Technology, with a goal of delivering the resulting Licensed Product with the AERx Device.
Initial Technology Transfer. Within the time periods set forth in a technology transfer plan to be agreed by the Parties within sixty (60) days after the Effective Date, AGTC shall transfer to Biogen at AGTC’s sole expense [***], to the extent not already transferred to Biogen under the Manufacturing Technology Agreement, a true and complete copy as reasonably practicable of (a) data embodying any AGTC Know-How and (b) other tangible embodiments of AGTC Know-How, in each case ((a) and (b)), with respect to the Licensed Products existing on the date of such transfer, in such format as Biogen may reasonably request (including by download of digital files to a secure website or e-room designated and controlled by Biogen, to which AGTC has equivalent access).
Initial Technology Transfer. As soon as practicable after the Effective Date, Acologix shall provide Toray with one (1) electronic or paper copy in the English language of all documents, data or other information in Acologix’ possession and Control as of the Effective Date that constitute Acologix Know How. Acologix shall be responsible for the cost of providing one (1) set of copies only.
Initial Technology Transfer. Within three months of the Effective Date (as such period may be extended by mutual written agreement of the Parties), Eureka will complete a transfer to Licensee of the Eureka Licensed Know-How in existence as of the Effective Date (excluding any Eureka Manufacturing Know-How) to the extent described in the technology transfer plan to be mutually agreed by the Parties setting forth the details of such Eureka Licensed Know-How to be transferred and the timing of such transfer (the “Technology Transfer Plan”). Licensee will reimburse Eureka for [***] in the performance of the Technology Transfer Plan. Payment by Licensee will be made pursuant to an invoice submitted by Eureka following completion of its performance of the Technology Transfer Plan and Licensee will pay to Eureka all undisputed amounts set forth in such invoice no later than 30 days after Licensee’s receipt thereof.
Initial Technology Transfer. To the extent not previously provided, within [***] of the Effective Date, Isis will deliver or otherwise make available (through site visits or access to shared electronic portals) to AstraZeneca the Licensed Know-How relating to the [***] Program as conducted by Xxxx prior to the Effective Date, for use solely in accordance with the licenses granted under Section 4.1.1(a) and Section 4.3.
Initial Technology Transfer. Commencing promptly after the Effective Date: (a) Genta shall disclose to Emisphere all existing Genta Technology necessary to enable Emisphere to practice the license granted to it under Article 5; and (b) Emisphere shall disclose to Genta all existing Emisphere Technology necessary to enable Genta to practice the license granted to it under Article 5. During the Development Term, Emisphere shall provide Genta with reasonable technical assistance relating to the use of the Emisphere Technology, solely to the extent necessary to enable Genta to practice the licenses granted to it under Article 5.
Initial Technology Transfer. Aduro will transfer or arrange to have transferred to JBI, in accordance with the plan set forth as the Technology Transfer Plan Schedule (the “Technology Transfer Plan”): (i) a copy of all Aduro Know-How useful or reasonably necessary for the Development or Manufacturing of Licensed Immunotherapeutics; (ii) all materials useful or reasonably necessary for the Development or Manufacturing of Licensed Immunotherapeutics (in quantities set out in the IND Submission and Manufacturing Update Plan or if not set forth therein in reasonable quantities to be mutually agreed upon); (iii) a copy of all preclinical and clinical analytical or other assays useful or reasonably necessary for the Development or Manufacturing of Licensed Immunotherapeutics in an orderly fashion including those specifically set forth in the Technology Transfer Schedule; and (iv) any other items set forth therein. Aduro shall use its commercially reasonable best efforts to complete such transfer within [*] days following the Closing Date.
