Materials Delivery; Technology Transfer Sample Clauses

Materials Delivery; Technology Transfer. (a) Dyadic, utilizing Dyadic’s usual and customary means of shipment of similar materials, shall deliver to Codexis the Dyadic Materials within [*] days after the Effective Date. For purposes of this Agreement, Codexis shall be deemed to have received the Dyadic Materials upon receipt by Codexis and/or its Affiliates of all of the materials set forth on Exhibit D at the facility(ies) designated in writing by Codexis to Dyadic. In the [*] month period after receipt of the Dyadic Materials by Codexis, Dyadic shall provide to Codexis, [*], information and technical assistance reasonably requested by Codexis, including, but not limited to, up to [*] full time equivalents (“FTEs”), to facilitate an effective transfer of the Licensed Know-how from Dyadic to Codexis (the “Initial FTE Requirement”). For purposes of clarification, the work conducted by Dyadic and/or its Affiliates at its facilities in The Netherlands in training Codexis personnel in the use of, including without limitation in the conduct of validation activities with respect to, the Dyadic Materials shall be included in the Initial FTE Requirement. Information and technical assistance shall be provided by Dyadic to Codexis pursuant to a technology transfer plan to be agreed upon by the Parties with the goal of cost-effectiveness and reasonableness. In addition, upon Codexis’ request, after the expiration of such [*] month period, Dyadic shall provide or, upon prior written agreement by Codexis, shall use good faith diligent efforts to arrange for the [*] to provide, Codexis with up to [*] FTEs to support Codexis in each of the [*] years after receipt of the Dyadic Materials by Codexis. Codexis shall reimburse Dyadic for such support in such [*] years at a rate equal to [*] per FTE per year in the [*] year, such rate to increase by [*] on each anniversary, beginning on the [*] anniversary, of the receipt of the Dyadic Materials by Codexis or, if such support is provided to Codexis by [*], Codexis shall [*], as applicable. In addition, if Codexis requests that such support, or the FTE support described above with respect to the first [*] months after receipt of the Dyadic Materials by Codexis, be provided at Codexis’ facilities, Codexis shall [*] Dyadic (or [*], as applicable) for [*]. For clarity, the obligations under this Section 2.6(a) relate to information and technical assistance relating solely to the Licensed IP, and it is understood and agreed that Dyadic shall not be required to transfer an...
Sample 1
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Materials Delivery; Technology Transfer. (a) As soon as practicable after the Effective Date, but in any event within thirty (30) days after the Effective Date, ABNT shall provide the Company with written notice (the “ABNT Notice”) of the facility (which shall be limited to an ABNT Facility in the United States, Canada or Western Europe) where ABNT requests that delivery of the Dyadic Materials be made (the “Requested Delivery Location”). If the ABNT Notice is not received by the Company by the thirty (30)-day anniversary of the Effective Date, then the Requested Delivery Location shall be deemed to be the ABNT address set forth in Section 11.6. The Company, utilizing the protocol attached as Exhibit C, shall deliver to ABNT viable Dyadic Materials by the ninety (90) day anniversary of the Effective Date (the “Requested Delivery Date”) to the Requested Delivery Location. For purposes of this Agreement, ABNT shall be deemed to have received the Dyadic Materials upon receipt by ABNT and/or its Affiliates of all of the Dyadic Materials set forth on Exhibit B at the Requested Delivery Location. Within twelve (12) months after the delivery of the Dyadic Materials to ABNT pursuant to this Section 2.3(a), Dyadic, within a reasonable time after a written request by ABNT, will use commercially reasonable efforts to deliver to ABNT replacements of the Dyadic Materials; provided, however, that (i) Dyadic’s obligations to provide such replacements shall be limited to materials which Dyadic or its Affiliates have in their possession and control at the time of receipt of such written request, and (ii) ABNT shall reimburse Dyadic for its reasonable costs incurred (at the FTE rates set forth in Section 2.3(b) with the delivery of any such replacements. (b) In the period commencing upon receipt of the Dyadic Materials by ABNT and ending upon the eighteen (18)-month anniversary of the Effective Date, the Company shall provide to ABNT, information, technical assistance and training reasonably requested by ABNT, at the facilities of the Company in The Netherlands, including, but not limited to, up (*) equivalents (“FTEs”), to facilitate an effective transfer of the Licensed Know-how from Dyadic to ABNT, subject to the availability of appropriate Dyadic personnel. For purposes of clarification, the time for work conducted following the Effective Date (including time for work conducted prior to the date the Dyadic Materials are delivered to ABNT) by the Company and/or its Affiliates at its facilities in The Netherland...
Sample 1
Materials Delivery; Technology Transfer. (a) Within [***] after receipt of the License Issuance Fee pursuant to Section 4.1 by Bioceros, utilizing Bioceros’ usual and customary means of shipment of similar materials, shall deliver to Epirus Viable Cells of the Asset [***] cell line and related Know-How, including without limitation reasonable written documentation with respect to the transport, storage and use of the Asset and safety information thereto; provided, however, that [***] for its [***] with the [***] of any such samples. (b) For purposes of this Agreement, Epirus shall be deemed to have received the Asset upon receipt by Epirus and/or its Affiliates of all of the materials to be delivered at the facility or facilities designated in writing by Epirus to Bioceros.
Sample 1
Materials Delivery; Technology Transfer. (a) Within [***] after receipt of the license issuance fee pursuant to Section 4.2, Bioceros, utilizing Bioceros’ usual and customary means of shipment of similar materials, shall deliver to Epirus viable samples of the Primary Asset [***] cell line and related Know-How, including without limitation reasonable written documentation with respect to the transport, storage and use of the Primary Asset and safety information thereto. The costs incurred by Bioceros in such technology transfer shall be [***]. (b) Within [***] after receipt of an Option Election Fee with respect to any Secondary Asset pursuant to Section 4.3, Bioceros, utilizing Bioceros’ usual and customary means of shipment of similar materials, shall deliver to Epirus viable samples of such Secondary Asset [***] cell line and related Know-How, including without limitation reasonable written documentation with respect to the transport, storage and use of such Secondary Asset and safety information thereto (the “Secondary Asset Materials”). The costs incurred by Bioceros in such technology transfer shall be [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) Within [***] after receipt of the Option exercise fee with respect to any Secondary Asset pursuant to Section 4.4, Bioceros shall provide to Epirus any remaining Know-How relating to such Secondary Asset not previously transferred to Epirus under this Agreement, including without limitation reports detailing the generation and subcloning of such Secondary Asset. (d) For purposes of this Agreement, Epirus shall be deemed to have received any Assets upon receipt by Epirus and/or its Affiliates of all of the materials to be delivered under either Section 2.3(a) or 2.3(b), as applicable, at the facility or facilities within the United States of America and or Europe designated in writing by Epirus to Bioceros. (e) At any time or from time to time after the delivery of any Assets to Epirus pursuant to either Section 2.3(a) or 2.3(b), Bioceros, within [***] after a written request by Epirus and utilizing Bioceros’ usual and customary means of shipment of similar materials, shall deliver to Epirus viable samples of the applicable Asset [***] cell line; provided, however, that [***] with the delivery of any such samples.
Sample 1

Related to Materials Delivery; Technology Transfer

  • 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 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.

  • CERTIFICATION OF NO ASBESTOS CONTAINING MATERIALS OR WORK 8.1 The Contractor shall be responsible for ensuring that no asbestos containing materials or work is included within the scope of the Work. The Contractor shall take whatever measures it deems necessary to insure that all employees, suppliers, fabricators, material men, subcontractors, or their assigns, comply with this requirement. 8.2 The Contractor shall ensure that Texas Department of Health licensed individuals, consultants or companies are used for any required asbestos work including asbestos inspection, asbestos abatement plans/specifications, asbestos abatement, asbestos project management and third-party asbestos monitoring.

  • Research Use Reporting To assure adherence to NIH GDS Policy, the PI agrees to provide annual Progress Updates as part of the annual Project Renewal or Project Close-out processes, prior to the expiration of the one (1) year data access period. The PI who is seeking Renewal or Close-out of a project agree to complete the appropriate online forms and provide specific information such as how the data have been used, including publications or presentations that resulted from the use of the requested dataset(s), a summary of any plans for future research use (if the PI is seeking renewal), any violations of the terms of access described within this Agreement and the implemented remediation, and information on any downstream intellectual property generated from the data. The PI also may include general comments regarding suggestions for improving the data access process in general. Information provided in the progress updates helps NIH evaluate program activities and may be considered by the NIH GDS governance committees as part of NIH’s effort to provide ongoing stewardship of data sharing activities subject to the NIH GDS Policy.

  • Quality of Materials and workmanship The Contractor shall ensure that the Construction, Materials and workmanship are in accordance with the requirements specified in this Agreement, Specifications and Standards and Good Industry Practice.

  • Materials Transfer In order to facilitate the Development activities contemplated by this Agreement, either Party may provide to the other Party certain biological materials or chemical compounds Controlled by the supplying Party (collectively, “Materials”) for use by the other Party in furtherance of such Development activities. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with this Agreement, will not be used or delivered to or for the benefit of any Third Party, except to subcontractors, without the prior written consent of the supplying Party, and will be used in compliance with all Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

  • Software Development Software designs, prototypes, and all documentation for the final designs developed under this agreement must be made fully transferable upon direction of NSF. NSF may make the software design, prototype, and documentation for the final design available to competitors for review during any anticipated re-competition of the project.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

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