Licensor Technology Transfer Clause Samples
Licensor Technology Transfer. As soon as reasonably practicable after the Effective Date and subject to Section 2.5 and the Licensor technology transfer plan (“Licensor Technology Transfer Plan”) set forth in Schedule 2.3, Licensor will transfer to Company, at Licensor’s cost and expense (except as set forth in the Supply Terms), all Licensor Know-How pursuant to Section 2.5. For the avoidance of doubt, nothing in this Agreement shall be in any way interpreted that Licensor is transferring its ownership or proprietary right to Licensor Technology.
Licensor Technology Transfer. After the Effective Date and before Licensee commences Manufacturing of the Licensed Compounds and Licensed Products on its own behalf, Licensee shall have the right to require Licensor to effect a full transfer to Licensee or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Licensee Know-How relating to the then-current process for the Manufacture of Licensed Products and Licensed Compounds (the “ Manufacturing Process ”) and to implement the Manufacturing Process at facilities designated by Licensee (such transfer and implementation, as more fully described in this Section 4.10, the “ Technology Transfer ”). Licensor shall provide, and shall use commercially reasonable efforts to cause its Third Party manufacturers to provide (including by using commercially reasonable efforts to negotiate contractual obligations for such Third Party manufacturers to do so under agreements entered into following Effective Date), all reasonable assistance requested by Licensee to enable Licensee (or its Affiliate or designated Third Party manufacturer, as applicable) to implement the Manufacturing Process at the facilities designated by Licensee. If requested by Licensee, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to the Licensed Products and Licensed Compounds. Without limitation to the foregoing, in connection with each Technology Transfer:
(i) After the Effective Date and before Licensee commences Manufacturing of the Licensed Compounds and Licensed Products on its own behalf, at Licensee’s reasonable request, Licensor shall make available, and shall use commercially reasonable efforts to cause its Third Party manufacturers to make available (including by using commercially reasonable efforts to negotiate contractual obligations for such Third Party manufacturers to do so under agreements entered into following the Effective Date), to Licensee (or its Affiliate or designated Third Party manufacturer, as applicable), all of Licensor’s Manufacturing Know-How, Information and materials relating to the Manufacturing Process, 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 reasonably necessary or useful to enable Licensee (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice the M...
Licensor Technology Transfer. After the Effective Date and before Licensee commences Manufacturing of the Licensed Compounds and Licensed Products on its own behalf, Licensee shall have the right to require Licensor to effect a full transfer to Licensee or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Licensee Know-How relating to the then-current process for the Manufacture of Licensed Products and Licensed Compounds (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by Licensee (such transfer and implementation, as more fully described in this Section 4.10, the “Technology Transfer”). Licensor shall provide, and shall use commercially reasonable efforts to cause its Third Party manufacturers to provide (including by using commercially reasonable efforts to negotiate contractual obligations for such Third Party manufacturers to do so under agreements entered into following Effective Date), all reasonable assistance requested by Licensee to enable Licensee (or its Affiliate or designated Third Party manufacturer, as applicable) to implement the Manufacturing Process at the facilities designated by Licensee. If requested by Licensee, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to the Licensed Products and Licensed Compounds. Without limitation to the foregoing, in connection with each Technology Transfer: