Common use of Knowledge and Technology Transfer Clause in Contracts

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.