Know-How Sharing; Cooperation Sample Clauses

Know-How Sharing; Cooperation. On such timing following the Effective Date as the Parties may reasonably agree, and in any event no later than [***] month anniversary of the Effective Date, and from time to time thereafter, but in any event upon Lilly’s reasonable request, Sigilon shall disclose or make available to Lilly copies of the physical embodiments of the Sigilon Know-How existing as of such time (and will use reasonable efforts to obtain all such Sigilon Know-How in Sigilon’s contract researchers’ possession) to the extent not previously provided or made available to Lilly, and in all cases, excluding Sigilon Know-How relating solely to the Manufacture of either Licensed Products or Encapsulation Material (except for such Manufacturing-related Know-How as is required by Lilly in connection with regulatory interactions or submissions for the Licensed Product, which Know-How will be provided upon Lilly’s request); provided, that, the Parties acknowledge and agree that the foregoing Sigilon Know-How transfer, particularly the initial such transfer, shall not require the transfer of all Sigilon Know-How at one time and the transfer will be calibrated to the Sigilon Know-How that is necessary or useful for Lilly to exercise its rights under this Agreement at the relevant point in time. Until the [***], upon Lilly’s reasonable request, Sigilon will provide technical assistance to Lilly subject to reimbursement by Lilly of Sigilon’s pre-approved (by Lilly) out of pocket costs and expenses, and reasonably cooperate with Lilly in connection with the transfer and disclosure of such Sigilon Know-How and the Development of any Licensed Products, including making its employees and non-employee consultants reasonably available to consult with Lilly on issues arising during Lilly’s Development and in connection with any request related to a Licensed Product or its Development from any Regulatory Authority, including regulatory, scientific, technical and clinical testing issues; provided, that, Sigilon shall provide up to [***] hours per Calendar Year of the assistance described in this Section 5.6 at no charge, and any hours in excess of such limit shall be charged to Lilly at the FTE Rate (such assistance in total not to exceed [***] hours). To be clear, the transfer of Sigilon Know-How in respect of Manufacturing either the Licensed Products or Encapsulation Technology shall not be governed by this Section 5.6, except as expressly set forth above, but shall be as set forth in Section 7.46 (...
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Know-How Sharing; Cooperation. Promptly after the Effective Date (and in no event longer than [***]after the Effective Date), and from time-to-time thereafter, Metagenomi shall disclose or deliver to Affini-T copies of all Know-How in Metagenomi’s or its Affiliate’s possession (and will use reasonable efforts to obtain all data and information in Metagenomi’s contract researcher’s possession) relating to the Development and Commercialization of Licensed Products to the extent necessary or useful for Affini-T’s performance or exercise of its rights under this Agreement, including [***]. Metagenomi shall promptly notify Affini-T regarding [***]. Upon Affini-T’s reasonable request, Metagenomi will provide technical assistance to Affini-T during such disclosure or delivery set forth in the preceding sentences. Metagenomi shall, [***] reasonably cooperate with Affini-T in the Development of any Licensed Products, including making its employees and non-employee consultants reasonably available to consult with Affini-T on issues arising during Affini-T’s Development and in connection with any request related to a Licensed Product or its Development from any Regulatory Authority, including regulatory, scientific, technical and clinical testing issues.
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Know-How Sharing; Cooperation 
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Related to Know-How Sharing; Cooperation

  • Economic Cooperation 1. The Parties will encourage the utilization of cooperation instruments and mechanisms with a view to strengthen the processes of economic integration and commercial exchange. 2. The objectives of economic cooperation will be: (a) to build on existing agreements or arrangements already in place for trade and economic cooperation; and (b) to advance and strengthen trade and economic relations between the Parties. 3. The Parties will encourage and facilitate, as appropriate, the following activities, including, but not limited to: (a) dialogue about policies and regular exchanges of information and views on ways to promote and expand trade in goods and services between the Parties; (b) joint elaboration of studies and technical projects of economic interest according to the economic development needs identified by the Parties; (c) keeping each other informed of important economic and trade issues, and any impediments to furthering their economic cooperation; (d) providing assistance and facilities to business persons and trade missions that visit the other Party with the knowledge and support of the relevant agencies; (e) supporting dialogue and exchanges of experience among the respective business communities of the Parties; (f) establishing and developing mechanisms for providing information and identifying opportunities for business cooperation, trade in goods and services, investment, and government procurement; and (g) stimulating and facilitating actions of public and/or private sectors in areas of economic interest.

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Continuing Cooperation Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).

  • Tax Cooperation The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation, or other proceeding with respect to Taxes relating to the Assets. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information that are relevant to any such Tax Return or audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Seller and the Buyer agree to retain all books and records with respect to tax matters pertinent to the Assets relating to any tax period beginning before the Effective Time until the expiration of the statute of limitations of the respective tax periods and to abide by all record retention agreements entered into with any taxing authority.

  • Access and Cooperation Each Party will, and will cause its Other Indemnified Persons to, cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to such other Party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of such Person relating to such Third Party Claim, subject to reasonable confidentiality precautions.

  • Technical Cooperation In order to facilitate the implementation of this Agreement, developed country Members shall provide, on request and on mutually agreed terms and conditions, technical and financial cooperation in favour of developing and least-developed country Members. Such cooperation shall include assistance in the preparation of laws and regulations on the protection and enforcement of intellectual property rights as well as on the prevention of their abuse, and shall include support regarding the establishment or reinforcement of domestic offices and agencies relevant to these matters, including the training of personnel.

  • Industrial cooperation Cooperation shall aim to promote the modernisation and restructuring of industry and individual sectors in Serbia. It shall also cover industrial cooperation between economic operators, with the objective of strengthening the private sector under conditions which ensure that the environment is protected. Industrial cooperation initiatives shall reflect the priorities determined by both Parties. They shall take into account the regional aspects of industrial development, promoting trans-national partnerships when relevant. The initiatives should seek in particular to establish a suitable framework for undertakings, to improve management, know-how and to promote markets, market transparency and the business environment. Special attention shall be devoted to the establishment of efficient export promotion activities in Serbia. Cooperation shall take due account of the Community acquis in the field of industrial policy.

  • Customer Cooperation 3.2.1. Customer shall provide and make available all Customer personnel as may be further addressed in an applicable Order Form or that SAP reasonably requires in connection with performance of the Services. 3.2.2. Customer shall appoint a contact person with the authority to make decisions and to supply SAP with any necessary or relevant information expeditiously.

  • No Cooperation Employee agrees he will not act in any manner that might damage the business of the Company. Employee agrees that he will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so.

  • Labor-Management Cooperation When an Appointing Authority initiates a planning process or management study which is anticipated to result in layoff, the Appointing Authority will meet and confer with the Local Union during the decision planning phase and again during the implementation planning phase. The Appointing Authority and the Local Union shall enter into negotiations regarding a Memoranda of Understanding upon request of either party to modify this Agreement regarding the implementation plans which shall include, but are not limited to, the following: • Length of layoff notice; • Job and retraining opportunities; • Alternative placement methods; • Early retirement options pursuant to M.S. 43A.24, Subd. 2(i); • Bumping/vacancy options for part-time employees to preserve their insurance eligibility or contribution; and • Other methods of mitigating layoff or their effect on employees.

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