Common use of Know How and Materials Transfer; Maintenance Clause in Contracts

Know How and Materials Transfer; Maintenance. Promptly after the Effective Date, and from time to time thereafter (as reasonably requested by Licensee), MSK shall provide to Licensee samples of and disclose all Licensed Tangible Materials and Licensed Know-How to Licensee, including reasonable quantities of all separate cells or cell lines in the Library and all Databases, to [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the extent such materials or information have not been previously disclosed and transferred by MSK to Licensee pursuant to the Option Agreement, and including new materials added to the Library or additions to the Licensed Tangible Materials. MSK agrees to provide reasonable support and consultation regarding such transfer to support Licensee’s research, development and (if applicable) manufacture of Licensed Products and its maintenance of the Library. Licensee can request a reasonable amount of formal meetings during the term of this Agreement, on a reasonable schedule and format that is mutually agreeable to MSK Investigators and Licensee, to provide Licensee with information necessary or useful for it to carry out its obligations and/or exercise its rights under this Agreement and to determine whether to elect to manufacture Licensed Products. In addition MSK agrees that MSK Investigators will make themselves reasonably available for additional telephone discussions regarding the Licensed Tangible Materials and Licensed Know-How, including the use, manufacture and maintenance thereof. Further, promptly after the Effective Date, MSK and Licensee shall amend update Exhibit A to reflect all additions, enhancements, amendments and modifications to the Tangible Materials and the Licensed Know-How that have occurred since the date of the Option Agreement. MSK shall use reasonable efforts to replace any Library materials that are or become unviable, including [*] and/or [*]. Such obligations include, if needed, [*], [*] unless [*]. Further, MSK shall [*] and shall [*] and [*] except [*], and will [*] or [*] or [*]. In connection therewith, MSK shall [*] and [*], and shall [*]. [*] and [*] unless [*]. [*] unless [*]. On reasonable request by COMPANY or PRC, MSK shall [*]. Further, throughout the Term, MSK shall [*], and shall [*].

Know How and Materials Transfer; Maintenance. (a) Promptly after the Effective Date, and from time to time thereafter (as reasonably requested by Licensee), MSK shall provide to Licensee samples of and disclose all Licensed Tangible Materials and Licensed Know-How to Licensee, including reasonable quantities of all separate cells or cell lines in the Library and all Databases, to [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the extent such materials or information have not been previously disclosed and transferred by MSK to Licensee pursuant to the Option Agreement, and including new materials added to the Library or additions to the Licensed Tangible Materials. MSK agrees to provide reasonable support and consultation regarding such transfer to support Licensee’s research, development and (if applicable) manufacture of Licensed Products and its maintenance of the Library. Licensee can request a reasonable amount of formal meetings during the term of this Agreement, on a reasonable schedule and format that is mutually agreeable to MSK Investigators investigators and Licensee, to provide Licensee with information necessary or useful for it to carry out its obligations and/or exercise its rights under this Agreement and to determine whether to elect to manufacture Licensed Products. In addition MSK agrees that MSK Investigators investigators will make themselves reasonably available for additional telephone discussions regarding the Licensed Tangible Materials and Licensed Know-How, including the use, manufacture and maintenance thereof. Further, promptly after the Effective Date, MSK and Licensee shall amend and update Exhibit A to reflect all additions, enhancements, amendments and modifications to the Licensed Tangible Materials and the Licensed Know-How that have occurred since the date of the Option Agreement. MSK shall use reasonable efforts . (b) The Parties are contemporaneously entering into (i) a Data Services Agreement to replace any Library materials that are or become unviable[ * ] , including [*] and/or [*]. Such obligations include, if needed, [*], [*] unless [*]. Further, MSK shall [*[ * ] and shall [*[ * ] and [*to [ * ] except [*]as provided therein (“ Data Services Agreement ”), and will [*(ii) the Manufacturing Services Agreement (defined in Section 9.3 below), which provides for, among other things, [ * ] or [*] or [*]. In connection therewith, MSK shall [*] and [*], and shall [*]. [*] and [*] unless [*]. [*] unless [*]. On reasonable request by COMPANY or PRC, MSK shall [*]. Further, throughout the Term, MSK shall [*], and shall [*]as provided therein.

Know How and Materials Transfer; Maintenance. (a) Promptly after the Effective Date, and from time to time thereafter (as reasonably requested by Licensee), MSK shall provide to Licensee samples of and disclose all Licensed Tangible Materials and Licensed Know-How to Licensee, including reasonable quantities of all separate cells or cell lines in the Library and all Databases, to [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the extent such materials or information have not been previously disclosed and transferred by MSK to Licensee pursuant to the Option Agreement, and including new materials added to the Library or additions to the Licensed Tangible Materials. MSK agrees to provide reasonable support and consultation regarding such transfer to support Licensee’s research, development and (if applicable) manufacture of Licensed Products and its maintenance of the Library. Licensee can request a reasonable amount of formal meetings during the term of this Agreement, on a reasonable schedule and format that is mutually agreeable to MSK Investigators investigators and Licensee, to provide Licensee with information necessary or useful for it to carry out its obligations and/or exercise its rights under this Agreement and to determine whether to elect to manufacture Licensed Products. In addition MSK agrees that MSK Investigators investigators will make themselves reasonably available for additional telephone discussions regarding the Licensed Tangible Materials and Licensed Know-How, including the use, manufacture and maintenance thereof. Further, promptly after the Effective Date, MSK and Licensee shall amend and update Exhibit A to reflect all additions, enhancements, amendments and modifications to the Licensed Tangible Materials and the Licensed Know-How that have occurred since the date of the Option Agreement. MSK shall use reasonable efforts . (b) The Parties are contemporaneously entering into (i) a Data Services Agreement to replace any Library materials that are or become unviable, including [*] and/or [*]. Such obligations include, if needed, [*[ * ], [*] unless [*]. Further, MSK shall [*[ * ] and shall [*[ * ] and [*to [ * ] except [*]as provided therein (“Data Services Agreement”), and will [*(ii) the Manufacturing Services Agreement (defined in Section 9.3 below), which provides for, among other things, [ * ] or [*] or [*]. In connection therewith, MSK shall [*] and [*], and shall [*]. [*] and [*] unless [*]. [*] unless [*]. On reasonable request by COMPANY or PRC, MSK shall [*]. Further, throughout the Term, MSK shall [*], and shall [*]as provided therein.

Know How and Materials Transfer; Maintenance. (a) Promptly after the Original Effective Date, and from time to time thereafter (as reasonably requested by Licensee), MSK shall provide to Licensee samples of and disclose all Licensed Tangible Materials and Licensed Know-How to Licensee, including reasonable quantities of all separate cells or cell lines in the Library and all Databases, to [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the extent such materials or information have not been previously disclosed and transferred by MSK to Licensee pursuant to the Option Agreement, and including new materials added to the Library or additions to the Licensed Tangible Materials. MSK agrees to provide reasonable support and consultation regarding such transfer to support Licensee’s 's research, development and (if applicable) manufacture of Licensed Products [***] and its maintenance of the Library. Licensee can request a reasonable amount of formal meetings during the term of this Agreement, on a reasonable schedule and format that is mutually agreeable to MSK Investigators investigators and Licensee, to provide Licensee with information necessary or useful for it to carry out its obligations and/or exercise its rights under this Agreement and to determine whether to elect to manufacture Licensed ProductsProducts [***]. In addition addition, MSK agrees that MSK Investigators investigators will make themselves reasonably available for additional telephone discussions regarding the Licensed Tangible Materials and Licensed Know-How, including the use, manufacture manufacture, and maintenance thereof. Further, promptly after the Original Effective Date, MSK and Licensee shall amend and update Exhibit A to reflect all additions, enhancements, amendments and modifications to the Licensed Tangible Materials and the Licensed Know-How that have occurred since the date of the Option Agreement. MSK shall use reasonable efforts to replace any Library materials that . (b) The Parties are or become unviable, including contemporaneously entering into (i) a Data Services Agreement [*] and/or [*]. Such obligations include, if needed, [*], [*] unless [*]. Further, MSK shall [*] and shall [*] and [***] except as provided therein (“Data Services Agreement”), and (ii) the Manufacturing Services Agreement (defined in Section 9.3 below), which provides for, among other things, [*], and will [**] or [*] or [*]. In connection therewith, MSK shall [*] and [*], and shall [*]. [*] and [*] unless [*]. [*] unless [*]. On reasonable request by COMPANY or PRC, MSK shall [*]. Further, throughout the Term, MSK shall [*], and shall [*]as provided therein.