Knowledge and Technology Transfer Sample Clauses

Knowledge and Technology Transfer. Within [***] of NVS’ request, HMI will deliver to NVS copies of (a) the written HMI Product Know-How related to each Candidate or Product, (b) documents and files related to the HMI Product Patent Rights, and (c) any other HMI Know-How that is necessary or useful for the Development or Commercialization of Candidates and Products in accordance with this Agreement; provided, that any HMI Know-How relating to Manufacturing shall only be provided to NVS in accordance with Article 8 (Manufacturing and Technology Transfer). In addition, as part of such Know-How transfer, HMI will transfer to NVS HMI Materials related to a Candidate or Product to the extent necessary for NVS to exercise the rights granted to it under this Agreement with respect to the HMI Product Know-How related to such Candidate or Product. Any HMI Materials provided by HMI in connection with the transfer of the HMI Product Know-How will remain the sole property of HMI. Thereafter, on a continuing basis during the Term, HMI shall [***], and at a minimum no less frequently than on a [***] basis through the JSC, as applicable, disclose to NVS all additional HMI Product Know-How (including providing any such HMI Materials) related to a Candidate or Product that comes into existence since the prior disclosure. HMI will provide [***] assistance to NVS in connection with understanding and using all such HMI Product Know-How for purposes consistent with the licenses and rights granted to NVS hereunder. NVS will use and transfer all documents and files related to the HMI Product Know-How related to each Candidate or Product including HMI Materials and HMI Product Patent Rights only for purposes of exercising its rights and licenses with respect to applicable Candidates and Products in accordance with this Agreement, and for no other purpose. NVS will be responsible for all reasonable documented costs and expenses associated with the transfer to NVS of such documentation and any HMI Product Know-How.
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Knowledge and Technology Transfer. Upon request of MIOSHA, representatives of Westwind Construction may participate in discussing the aspects of the comprehensive partnership with committees and at conferences on general safety and health topics and on specific safety procedures that were used to further health and safety on the Ridge 45 Project. This agreement will continue these actions and expands others such as alerts on new health and safety issues that may occur during the construction process on the job. Westwind Construction and employers may also be asked to review and or pilot applicable proposed MIOSHA safety and health standards/guidelines and provide an evaluation to other stakeholders which, among other things, assesses the cost benefit of utilizing the proposed MIOSHA standards/guidelines.
Sample 1
Knowledge and Technology Transfer. Upon request of MIOSHA, representatives of Skanska Xxxxxxx may participate in discussing the aspects of the comprehensive partnership with committees and at conferences, on general safety and health topics and on specific safety procedures that were used to further health and safety on the Marquette Replacement Hospital. This agreement will continue these actions and expands others such as alerts on new health and safety issues that may occur during the construction process on the job. Skanska Xxxxxxx, partnering unions and employers may also be asked to review and or pilot applicable proposed MIOSHA safety and health standards/guidelines and provide an evaluation to other stakeholders which, among other things, assesses the cost benefit of utilizing the proposed MIOSHA standards/guidelines.
Sample 1
Knowledge and Technology Transfer. Subject to Section 5.2 (Assignment of Regulatory Submissions), (a) within [***] after the Effective Date, Takeda will deliver to Neurocrine copies of the written Takeda Know-How that are available in the site hosted for purposes of this Agreement on Intralinks as of the Effective Date, and (b) within [***] after the Effective Date, Takeda will deliver to Neurocrine (i) copies of all other written Takeda Know-How not previously provided pursuant to clause (a) and (ii) that supply of Licensed Products held in inventory by Takeda in accordance with the timeline set forth on Schedule 2.7 (Transferred Inventory), other than any such inventory relating to the Phase II Asset, which will be transferred promptly after the IND Transfer Date or otherwise in accordance with the timeline set forth on Schedule 2.7 (Transferred Inventory). Thereafter, if requested by Neurocrine during the Term, Takeda will promptly disclose to Neurocrine all additional Takeda Know-How in existence as of the Effective Date or that comes into existence as a result of performance by or behalf of Takeda of activities under this Agreement and not previously transferred to Neurocrine. Takeda will provide any assistance as reasonably requested by Neurocrine in connection with its Exploitation of the Takeda Know-How in accordance with this Agreement for a period up to [***] after the date on which Takeda delivers to Neurocrine such Takeda Know-How and inventory of Licensed Products. [***], and Neurocrine will pay the undisputed invoiced amounts within [***] after the date of such invoice. Notwithstanding any provision to the contrary set forth in this Agreement, after the initial [***] FTE hours, Takeda will not be obligated to provide any additional assistance under this Section 2.8 (Knowledge and Technology Transfer) and Section 5.2.1(a) (Clinical Trial Regulatory Submissions) beyond that which can be provided in accordance with the amounts included in the budget agreed by the Parties (as such budget may be updated from time to time by agreement of the Parties).
Sample 1
Knowledge and Technology Transfer. (a) Within [***] days of the Effective Date, (1) Biotheus will deliver to BioNTech and cause its Affiliates to deliver: (i) [***] copies of the VDR with the content as it existed at the Execution Date; and (ii) any information, documents or data in the possession or control of Biotheus or its Affiliates relating to the Licensed Compounds and Licensed Products that are not included in the VDR and (2) Biotheus will share such information [***] as agreed between the Parties.
Sample 1
Knowledge and Technology Transfer. For a period of one year after the Effective Date, CyDex shall make its personnel available (and shall request its Third Party Manufacturer to make its personnel available) to Company and its Contract Manufacturers to respond to informational inquiries and provide a reasonable amount of technical assistance related to the Licensed Know-How Rights, Licensed Product development, and technical project management at no charge. Thereafter, Company shall compensate CyDex at the rate of [***] per hour for the time of CyDex personnel incurred to provide such services, if requested and documented, to Company or its Contract Manufacturers. Such knowledge and technology transfer and support shall not include information related to the manufacture of bulk Captisol. All such knowledge and technology transfer and support shall (unless either CyDex or Company hereafter expressly requests telecommunication or a different location and the other party consents, such consent not to be unreasonably withheld, delayed or *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. conditioned) be provided in Colorado. Company shall be responsible for any and all reasonable travel and lodging costs in connection therewith.
Sample 1
Knowledge and Technology Transfer. Without limiting Cellectis’s obligations under Section 2.6.2 (Reports), on a Licensed Product-by-Licensed Product basis, within [***] following the applicable Option Exercise Date, the Parties will agree on a knowledge and technology transfer plan pursuant to which Cellectis will deliver to AstraZeneca copies of: (a) the Licensed Know-How related to each Licensed Product Controlled by Cellectis in such form as is maintained by Cellectis in the ordinary course of business; and (b) any other Licensed Know-How Controlled by Cellectis in such form as is maintained by Cellectis in the ordinary course of business; provided, that any such Licensed Know-How to the extent relating to Manufacturing will be disclosed to AstraZeneca in accordance with Article 7 (Manufacturing and Technology Transfer). In addition, as part of such Know-How, Cellectis will transfer to AstraZeneca all Materials Controlled by Cellectis and related to the applicable Licensed Product to the extent described in such plan (the “Cellectis Materials”). The Parties will, before Cellectis supplies any Cellectis Materials, enter into an appropriate material transfer agreement. In addition, from time to time from and after the foregoing knowledge and technology transfer, Cellectis will, upon AstraZeneca’s reasonable request, deliver to AstraZeneca copies of such Licensed Know-How requested by AstraZeneca that is related to the applicable Licensed Product (including any requested Cellectis Materials) Controlled by Cellectis in such form as is maintained by Cellectis in the ordinary course of business. Cellectis will be responsible for all costs and expenses associated with the transfer to AstraZeneca of such Licensed Know-How and Cellectis Materials. Unless otherwise agreed by the Parties in writing, on a Licensed Product-by-Licensed Product basis, Cellectis will make appropriate personnel available to AstraZeneca at reasonable times and upon reasonable prior notice for the purpose of assisting AstraZeneca in understanding and using the Licensed Know-How in accordance with this Agreement for up to [***] per Licensed Product and [***].
Sample 1
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Knowledge and Technology Transfer. For a period of one year after the Effective Date, CyDex shall make its personnel available (and shall request its Third Party Manufacturer to make its personnel available) to Company and its Contract Manufacturers to respond to informational inquiries and provide a reasonable amount of technical assistance related to the Licensed Know-How Rights, Licensed Product development, and technical project management at no charge. Thereafter, Company shall compensate CyDex at the rate of [***] per hour for the time of CyDex personnel incurred to provide such services, if requested and documented, to Company or its Contract Manufacturers. Such knowledge and technology transfer and support shall not include information related to the manufacture of bulk Captisol. All such knowledge and technology transfer and support shall (unless either CyDex or Company hereafter expressly requests telecommunication or a different location and the other party consents, such consent not to be unreasonably withheld, delayed or conditioned) be provided in Colorado. Company shall be responsible for any and all reasonable travel and lodging costs in connection therewith. ***Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1

Related to Knowledge and Technology Transfer

  • Technology Transfer Subject to the terms of the Development Supply Agreement, as soon as reasonably practicable, but in no event later than the fifth (5th) anniversary of the Effective Date, Alnylam shall initiate a technology transfer to MedCo, or to its Third Party manufacturer(s) of Licensed Product, selected by MedCo and reasonably acceptable to Alnylam, of Alnylam Know-How that is reasonably necessary or useful for the Manufacture of the Licensed Product, and shall make available its personnel on a reasonable basis to consult with MedCo or such Third Party manufacturer(s) with respect thereto, all at MedCo’s expense, including the Costs reasonably incurred by Alnylam in connection with such technology transfer activities. MedCo shall reimburse Alnylam such Costs incurred with respect to such Manufacturing technology transfer within [***] days after receipt of an invoice therefor. Alnylam and its Affiliates shall keep complete and accurate records in sufficient detail to enable the payments payable hereunder to be determined. Alnylam shall not be required to perform technology transfer to more than one Third Party manufacturer for each stage of the Licensed Product supply chain (i.e., Bulk Drug Substance, Bulk Drug Product and Finished Product). Promptly after MedCo’s written request, Alnylam shall use Commercially Reasonable Efforts to assign to MedCo any manufacturing agreement between Alnylam and a Third Party that is solely related to the manufacture of Licensed Products. Such assignment shall be subject to the terms and conditions of such agreement, including any required consents of such Third Party and MedCo’s written agreement to assume all the obligations of Alnylam under such agreement to be undertaken after such assignment, but Alnylam shall remain solely responsible for its obligations under such agreement arising prior to such assignment. Except as provided in the immediately preceding sentence, MedCo shall be solely responsible for contracting with such Third Party manufacturer (and any other Third Party manufacture to whom Alnylam has initiated technology transfer as set forth in this Section 5.3) for the supply of such Licensed Product and Alnylam shall have no obligations under such agreement between MedCo and such Third Party manufacturer. Alnylam shall use Commercially Reasonable Efforts to obtain any such consent in a form reasonably acceptable to MedCo.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

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