Ongoing Knowledge Transfer Clause Samples
The Ongoing Knowledge Transfer clause requires one party to continuously share relevant information, expertise, or know-how with the other party throughout the duration of their agreement. This may involve regular training sessions, documentation updates, or access to key personnel to ensure that the receiving party remains informed and capable of performing their responsibilities. The core function of this clause is to facilitate smooth collaboration and prevent knowledge gaps that could disrupt project progress or hinder operational efficiency.
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Ongoing Knowledge Transfer. Following the completion of initial technology transfer as described in the Section above, on an ongoing basis (as appropriate) during the period in which the License with respect to such Licensed Product remains in effect, each party shall disclose to the other party any and all additional Arcus Know-How, TAIHO Know-How, Regulatory Filings (for the Major Markets, including with the EMA, in the case of Arcus as the disclosing party) and substantive Regulatory Documentation in relation thereto as applicable, that is available to such party and generated after the applicable License Date or not previously provided to the other party that is reasonably necessary for the Development and/or Commercialization of such Licensed Product in the other party’s territory. Without limiting the generality of the foregoing, each party shall provide to the other party, to the extent it has not already done so, existing and available (in recorded form) final reports of any clinical trial of, and all CMC, pharmacology, toxicology and pharmacokinetic data with respect to, such Licensed Product in the Field, and shall promptly disclose to the other party in writing each Arcus Invention, TAIHO Invention and Joint Invention, as applicable, for such Licensed Product. In addition, if and as reasonably requested by a party, the other party shall provide to the requesting party, to the extent that it has not yet already been provided, all material data and other Information under the other party’s Control regarding the efficacy and side effects of the Licensed Products and the non-clinical use, clinical use, studies, investigations, or tests of the Licensed Products. TAIHO agrees that Arcus may share information disclosed hereunder with its Affiliates and its Arcus Partners, subject to Arcus’ compliance with Article 7. Arcus agrees that TAIHO may share information disclosed hereunder with its Affiliates and Sublicensees, subject to TAIHO’s compliance with Article 7.
Ongoing Knowledge Transfer. In the course of performing Services, Sangamo will transfer to Shire all Sangamo Know-How (i) developed under the Services or (ii) reasonably requested by Shire and not previously provided to Shire, in each case by providing copies of requested documentation, materials and other embodiments of such technology, and by making available its qualified technical personnel as set forth under the applicable Research Plan to consult with Shire with respect to such technology or as otherwise reasonably requested by Shire. If the amount of time requested by Shire with respect to such technical assistance exceeds the maximum number of hours Sangamo is obligated to spend on such activity under the applicable Research Plan, then Shire shall reimburse Sangamo’s FTE costs (at the FTE Rate) and external costs of such technical assistance (with no ▇▇▇▇-up thereon). Except as provided under Section 3.3(c)(ii), Sangamo shall have no obligation to transfer Know-How relating to the provision of the Exclusive Services.