Licensor Assistance Clause Samples

Licensor Assistance. In addition to any responsibilities that may be set forth in Exhibit C, Licensor will provide on-going assistance to Yahoo with regard to technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the Licensor Content, as Yahoo may reasonably request. Licensor will use its reasonable best efforts to ensure that the Licensor Content is accurate, comprehensive and updated regularly as set forth in Exhibit C.

Licensor Assistance. Licensor shall provide reasonable assistance to Licensee, at Licensee’s cost and as Licensee may reasonably request, for the Development, Manufacture, and Commercialization of Compounds and Products in the Field in the Licensed Territory, subject to reasonable limitations to be determined by the JSC.

Licensor Assistance. Upon ▇▇▇▇▇▇▇’▇ reasonable request during the Term, Licensor will respond to questions and requests from ▇▇▇▇▇▇▇ for additional information relating to the Licensed Compounds and Licensed Products and will provide ▇▇▇▇▇▇▇ with reasonable access by teleconference, in-person or e-mail to any personnel of Licensor or any of its Affiliates that was involved in the Exploitation of Licensed Compounds and Licensed Products.

Licensor Assistance. Notwithstanding anything to the contrary in this Agreement, Licensor shall provide Novartis with up to [***], in the aggregate, with respect to Licensed Products corresponding to the Immunology Research Programs, under Section 2.1(e)(ii) (Licensor Support), Section 2.1(h) (Access), Section 2.2(d)(ii) (Licensor Support), Section 2.2(g) (Access), Section 3.6(e) (Licensor Assistance), and Section 6.1 (General) at no additional cost to Novartis; provided that any such assistance requested by Novartis does not materially interfere with the material functions or daily operations of Licensor. Any additional assistance [***], shall be provided by Licensor at the [***] Rate, and Novartis shall [***]. If applicable, Licensor shall invoice Novartis for any assistance provided at the FTE Rate, and Novartis shall pay all such undisputed amounts within [***] after receipt of an applicable Invoice from Licensor. For clarity, Licensor’s participation in JRC meetings pursuant to Section 4.2 (Joint Research Committee) shall not count towards the [***] set forth herein for the applicable Licensed Products.

Licensor Assistance. In addition to any responsibilities that may be set forth in EXHIBIT C, Licensor will provide commercially reasonable on-going assistance to Yahoo with regard to technical, administrative and service-oriented issued relating to the utilization, transmission and maintenance of the Licensor Content, as Yahoo may reasonably request. Licensor will use its reasonable best efforts to ensure that the Licensor Content is accurate, comprehensive and updated regularly as set forth in EXHIBIT C.

Licensor Assistance. Throughout the Term, Licensor shall be obligated to identify Information that is reasonably necessary for Licensee to Develop the Product or Commercialize the Products in the Field in the Territory in accordance with this Agreement and, at any time that Licensor or Licensee identifies Licensor Know-How relevant for these purposes in the Territory, Licensor shall promptly provide Licensee with copies of such Licensor Know-How free of charge other than any expenses incurred in such provision. Without limiting the foregoing, in order to assist Licensee in the conduct of clinical studies of the Product in or for the Territory during the Term, Licensor shall at the cost of the Licensor, (i) promptly upon Licensee’s request, supply Licensee with Licensor Know-How that is reasonably necessary for Licensee to conduct clinical studies of the Product in or for the Territory and (ii) promptly after the Effective Date, provide Licensee (or its subcontractor), for use in clinical studies of the Product, with materials developed and validated by Licensor in the English language (e.g., patient diary); and (iii) provision of sample and reference Products for clinical Development; and (iv) if reasonably requested by Licensee, implement necessary pre-clinical trials and clinical trials outside the Territory, provided that (a) such trials are required by the Regulatory Authority in the Territory or considered necessary to facilitate Licensee for the application for or maintenance of the Regulatory Approvals in the Territory; (ii) such trials are permitted by the Applicable Law and acceptable for the Regulatory Authority in the Territory; and (iii) the costs and expenses of such trials (including the cost of Products used therein) are borne by Licensee.

Licensor Assistance. In addition to any responsibilities that may be set forth in Exhibit C, Licensor will provide on-going assistance to DIT with regard to technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the Licensor Content, as DIT may reasonably request. Licensor will use its reasonable best efforts to ensure that the Licensor Content is accurate, comprehensive and updated regularly as set forth in Exhibit C.

Licensor Assistance. Upon Novartis’ reasonable written request following the applicable License Effective Date, Licensor shall provide reasonable assistance to Novartis, its Affiliates and Sublicensees in connection with understanding and using the Licensed Know-How and Existing Materials provided in accordance with Section 3.6(a) (Licensed Know-How Transfer) and Section 3.6(c) (Licensed Compound and Licensed Product Transfer) for purposes consistent with licenses and rights granted to Novartis and its Affiliates hereunder. Such cooperation and assistance shall include Licensor making appropriate personnel available to assist Novartis or its designee from time to time as reasonably requested by Novartis. At Novartis’ reasonable request, such assistance shall be furnished on-site at the facilities of Novartis or its designee. Licensor shall keep complete and accurate records of the number of FTE hours that Novartis or its designee has used and shall make such records available to Novartis upon Novartis’ written request. Novartis shall reimburse Licensor for such assistance in accordance with Section 9.8 (Licensor Assistance).

Licensor Assistance. Licensee shall pay to Licensor all expenses for all reasonably necessary transportation, including airfares, maintenance, travel, and living expenses (at least comparable to U.S. standards of travel and travel maintenance) to and from Licensee’s place of business, of all Licensor-furnished personnel providing brand promotion, marketing, and sales assistance to Licensee at the request of Licensee. If Licensor is required to pay or has paid such expenses, then Licensee shall make full reimbursement to Licensor within thirty (30) days of invoice date at the address set forth in Section 20.11. All payments shall be made in accordance with Section 19. Licensor shall also offer Licensee advice on the development and interpretation of market research, strategies, development, and implementation of annual marketing plans, new product development and modifications to existing product lines, package selection and graphics, product positioning, competitive analysis development of advertising, and promotional merchandising strategies, including media selection and management for Licensed Products. Licensor shall use best efforts to assist Licensee’s management to expand product sales, marketing, and distribution programs in the U.S. and other national territories. Licensee hereby agrees that Licensor makes no guarantee as to the success of its efforts, and any lack of performance or results shall not constitute a breach by Licensor of this Agreement.