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. 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. 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. 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
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. 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
Knowledge and Technology Transfer. Schedule 2.5 (Transition Plan) attached hereto sets forth a proposed outline for the plan and timeline for the transition to Takeda of Development activities related to the Compounds and the Product ongoing as of the Effective Date. Promptly following the Effective Date, the Parties, through their respective Alliance Managers, will finalize such transition plan and timeline. Subject to Section 4.2 (Assignment of Regulatory Submissions), (a) within [***] after the Effective Date, Arrowhead will deliver to Takeda copies of the written Arrowhead 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, Arrowhead will deliver to Takeda copies of all other written Arrowhead Know-How not previously provided pursuant to clause. Each Party will use reasonable efforts to perform the activities assigned to it under Schedule 2.5 (Transition Plan). Thereafter during the Term, Arrowhead will promptly disclose to Takeda all additional Arrowhead Know-How in existence as of the Effective Date or that comes into existence as a result of performance by or behalf of Arrowhead of activities under this Agreement and not previously transferred to Takeda. Arrowhead will provide any assistance as reasonably requested by Takeda in connection with its Exploitation of the Arrowhead Know-How and the Compounds and Products for a period up to [***] after the date on which Arrowhead delivers to Takeda such Arrowhead Know-How. [***].
Sample 1
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Knowledge and Technology Transfer. 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. 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

Related to Knowledge and Technology Transfer

  • Technology Transfer (a) Sublicensee acknowledges and agrees that ECC has delivered and made to Sublicensee a disclosure of a general introduction to the Technology and to its commercial feasibility prior to the execution of this Agreement. Except to the extent such information falls within one or more of the exceptions to the definition of "Confidential Information", all information disclosed by ECC to Sublicensee prior to the execution of this Agreement shall be deemed to constitute part of the Technology and shall be deemed to be confidential. The timing and extent of additional disclosure by ECC to Sublicensee shall be as set forth in subparagraph 22(b) hereof. (b) Upon execution of this Agreement, ECC shall provide Sublicensee with copies of the patents listed in Section B of Exhibit "B" hereto. Beyond that, ECC shall not be required to provide additional information concerning, or disclosure of, the Technology to Sublicensee until Sublicensee provides to ECC (i) written notice of Sublicensee's intent to commercialize a Product, which written notice shall include detailed specifications for the designated Product, and (ii) evidence, reasonably satisfactory to ECC, of Sublicensee's intent to commercialize the designated Product in the form of written documentation of orders placed by Sublicensee of the equipment needed by Sublicensee to produce and commercialize the designated Product or in the form of written documentation from Sublicensee confirming the dedication and/or modification of existing equipment necessary to produce the designated Product. Within ninety (90) days after ECC's receipt of the items described in the preceding sentence, ECC shall provide to Sublicensee the following additional disclosure: (w) a Product specific recipe for the production of the designated Product; (x) Product specific process specifications for the production of the designated Product; (y) copies of all patent applications listed in the Exhibits hereto that ECC deems relevant to the production of the designated Product; and (z) a list of known raw materials suppliers and preferred equipment vendors.

  • Manufacturing Technology Transfer Upon AbbVie’s written request with respect to a given Collaboration CAR-T Product and Licensed Product, Caribou shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party Provider) of all Materials and Know-How Controlled by Caribou relating to the then-current process for the Manufacture of such Collaboration CAR-T Product and any corresponding Licensed Products (each, a “Manufacturing Process”). Caribou shall provide, shall cause its Affiliates to provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to provide, all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to implement each Manufacturing Process at the facilities designated by AbbVie. If requested by AbbVie, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to such Collaboration CAR-T Product and any corresponding Licensed Products. Without limitation of the foregoing, in connection with the Manufacturing Process and related transfer: (a) Caribou shall, and shall cause its Affiliates to, make available to AbbVie (or its Affiliate or designated Third Party Provider, as applicable), and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to make available to AbbVie, from time to time as AbbVie may request, all Materials and Manufacturing-related Know-How Controlled by Caribou relating to each Manufacturing Process, including methods, reagents and processes and testing/characterization Know-How, and all documentation constituting material support, performance advice, shop practice, standard operating procedures, specifications as to Materials to be used, and control methods, that are necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice such Manufacturing Process; (b) Caribou shall cause all appropriate employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility at mutually convenient times to assist with the working up and use of each Manufacturing Process and with the training of the personnel of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to the extent necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice such Manufacturing Process; (c) Without limiting the generality of this Section 4.4.2, Caribou shall cause all appropriate analytical and quality control laboratory employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate analytical and quality control laboratory employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the provision of all applicable analytical methods and the validation thereof (including all applicable Know-How, Information and Materials Controlled by Caribou, and sufficient supplies of all primary and other reference standards); (d) Caribou shall, and shall cause its Affiliates to, take such steps, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers take such steps, as are necessary or reasonably useful to assist AbbVie (or its Affiliate or designated Third Party Provider, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the applicable Collaboration CAR-T Products and corresponding Licensed Products at the applicable facilities; and (e) Caribou shall, and shall cause its Affiliates to, provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers to provide, such other assistance as AbbVie (or its Affiliate or designated Third Party Provider, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice each Manufacturing Process and otherwise to Manufacture the applicable Collaboration CAR-T Products and corresponding Licensed Products.

  • 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. 4.2 The Parties shall negotiate with each other to enter into specific technology license contracts to expressly specify the detail matters such as the technology to be licensed, the method to license the technology, license fees and payment.

  • 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.

  • 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)

  • 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 As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

  • Technology Access Contractor expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless that system meets certain statutory requirements relating to accessibility by persons with visual impairments. Accordingly, Contractor represents and warrants to System Agency that the technology provided to System Agency for purchase (if applicable under this Contract or any related Solicitation) is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology, of: • providing equivalent access for effective use by both visual and non-visual means; • presenting information, including prompts used for interactive communications, in formats intended for non-visual use; and • being integrated into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired. For purposes of this Section, the phrase “equivalent access” means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americans With Disabilities Act or similar state or federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays, and customizable display appearance. In accordance with Section 2157.005 of the Texas Government Code, the Technology Access Clause contract provision remains in effect for any contract entered into before September 1, 2006.

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