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 [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential ...
Sample 1
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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.
Sample 1
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.
Sample 1
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 Exhibit 10.1
Sample 1

Related to Materials Delivery; Technology Transfer

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Technology Transfer Subject to the terms of the Development Supply Agreement, as soon as reasonably practicable, but in no event later than the fifth (5th) anniversary of the Effective Date, Alnylam shall initiate a technology transfer to MedCo, or to its Third Party manufacturer(s) of Licensed Product, selected by MedCo and reasonably acceptable to Alnylam, of Alnylam Know-How that is reasonably necessary or useful for the Manufacture of the Licensed Product, and shall make available its personnel on a reasonable basis to consult with MedCo or such Third Party manufacturer(s) with respect thereto, all at MedCo’s expense, including the Costs reasonably incurred by Alnylam in connection with such technology transfer activities. MedCo shall reimburse Alnylam such Costs incurred with respect to such Manufacturing technology transfer within [***] days after receipt of an invoice therefor. Alnylam and its Affiliates shall keep complete and accurate records in sufficient detail to enable the payments payable hereunder to be determined. Alnylam shall not be required to perform technology transfer to more than one Third Party manufacturer for each stage of the Licensed Product supply chain (i.e., Bulk Drug Substance, Bulk Drug Product and Finished Product). Promptly after MedCo’s written request, Alnylam shall use Commercially Reasonable Efforts to assign to MedCo any manufacturing agreement between Alnylam and a Third Party that is solely related to the manufacture of Licensed Products. Such assignment shall be subject to the terms and conditions of such agreement, including any required consents of such Third Party and MedCo’s written agreement to assume all the obligations of Alnylam under such agreement to be undertaken after such assignment, but Alnylam shall remain solely responsible for its obligations under such agreement arising prior to such assignment. Except as provided in the immediately preceding sentence, MedCo shall be solely responsible for contracting with such Third Party manufacturer (and any other Third Party manufacture to whom Alnylam has initiated technology transfer as set forth in this Section 5.3) for the supply of such Licensed Product and Alnylam shall have no obligations under such agreement between MedCo and such Third Party manufacturer. Alnylam shall use Commercially Reasonable Efforts to obtain any such consent in a form reasonably acceptable to MedCo.

  • SALES MATERIALS; PRIVACY 4.1. The Company will furnish, or will cause to be furnished, to the Trust and the Distributor, each piece of sales literature or other promotional material in which the Trust, the Distributor or Adviser is named, at least ten (10) Business Days prior to its intended use. No such material will be used if the Trust or the Distributor objects to its use in writing within ten (10) Business Days after receipt of such material.

  • 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 for 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 Unless the parties otherwise agree in a Work Order, Manufacturer will supply, in accordance with the relevant approved raw material specifications, all materials to be used by Manufacturer in the performance of Services under a Work Order other than the Rhythm Materials specified in such Work Order. Rhythm or its designees will provide Manufacturer with the Rhythm Materials. Manufacturer agrees (a) to account for all Rhythm Materials, (b) not to provide Rhythm Materials to any third party (other than an Affiliate acting as a permitted subcontractor) without the express prior written consent of Rhythm, (c) not to use Rhythm Materials for any purpose other than conducting the Services, including, without limitation, not to analyze, characterize, modify or reverse engineer any Rhythm Materials or take any action to determine the structure or composition of any Rhythm Materials unless required * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. pursuant to a signed Work Order, and (d) to destroy or return to Rhythm all unused quantities of Rhythm Materials according to Rhythm’s written directions.

  • Technical Information Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects, unpatented inventions, designs, know-how, trade secrets, technical information and data, specifications, blueprints, transparencies, test data, and additions, modifications, and improvements thereon which are revealed to Employee.

  • API A. Reliant shall supply to Cardinal Health for Manufacturing and Packaging, at Reliant’s sole cost, the API and applicable reference standards in quantities sufficient to meet Reliant’s requirements for each Product as further set forth in Article 4. Prior to delivery of any of the API or reference standard to Cardinal Health for Manufacturing and Packaging, Reliant shall provide to Cardinal Health a copy of the API Material Safety Data Sheet (“MSDS”), as amended, and any subsequent revisions thereto. Reliant shall supply the API, reference standards, and Certificate of Analysis FOB the Facility no later than thirty (30) days before the scheduled Manufacture Date upon which such API will be used by Cardinal Health. Upon receipt of the API, Cardinal Health shall conduct identification testing of the API. Cardinal Health shall use the API solely and exclusively for Manufacturing and Packaging under this Agreement. The maximum volume of API that Reliant supplies to Cardinal Health shall not exceed the amount reflected in the Firm Commitment and the next six (6) months of the Rolling Forecast.

  • Training Materials Training Materials will be provided for each student. Training Materials may be used only for either (i) the individual student’s reference during Boeing provided training and for review thereafter or (ii) Customer’s provision of training to individuals directly employed by the Customer.

  • Indemnification for Marketing Materials In addition to the foregoing indemnification, the Fund and the Investment Adviser also, jointly and severally, agree to indemnify and hold harmless each Underwriter, affiliates, directors, officers, employees and agents of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 6(a), as limited by the proviso set forth therein, with respect to any sales material.

  • Manufacturing Agreement Each of the Sellers (as applicable) shall have executed and delivered to the Buyer the Manufacturing Agreement with respect to the portion of the Business conducted at the applicable Facility.

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