Technical Transfer Assistance Clause Samples

Technical Transfer Assistance. Following the conclusion of each Project, ProQR shall reasonably cooperate with Lilly and provide Lilly with such assistance as is reasonably requested by Lilly in connection with the preparation and submission by Lilly of the applicable IND or BLA/NDA, including [***]. For avoidance of doubt, ProQR shall not be required to generate any new or additional data or information under this Section 4.10.

Technical Transfer Assistance. During the Term of this Agreement and for a period of [***] following expiration or termination of this Agreement upon termination by Client under Section 19.2 or Section 19.4, WuXi Biologics will provide, upon the request of Client, its full support and cooperation in transferring the then-current Manufacturing process to an alternative site, designated by Client. WuXi Biologics shall be entitled to charge Client for its reasonable personnel and out-of-pocket costs in supporting the technical transfer of the Products, at its then-current charge-out rates for similar activities based on a written and accepted quotation. Additionally, in connection with the technical transfer assistance provided pursuant to this Section 20.5, WuXi Biologics shall, upon receiving corresponding payment and licenses, grant to Client and its Affiliates and designees a perpetual, fully-paid, non-exclusive license under any WuXi Biologics Background IP and WuXi Biologics Arising IP which is reasonably necessary for the Manufacture of each Product. WuXi Biologics’ obligations to support a technical transfer shall continue until such time as Client, or its designee, successfully Manufactures [***] of each Product.

Technical Transfer Assistance. Following termination of this Agreement for any reason, Corden will provide, upon Customer’s request, reasonable support and cooperation in transferring the then-current manufacturing process of the Product to an alternative site, designated by Corden. Corden shall be entitled to charge for its reasonable costs in supporting the Tech Transfer of the Product at a mutually agreed upon hourly rate based on a written and accepted quotation, provided, however, if the Tech Transfer is requested by Customer following its termination of this Agreement under Sections 13.3 (a), (b), or (e), then Corden shall provide such Tech Transfer services free-of-charge. Additionally, in connection with the Tech Transfer assistance provided pursuant to this Section, Corden shall grant to Customer and its Affiliates and designees a perpetual, fully-paid, non-exclusive, royalty-free license, with the right to sublicense, under any Corden IP which is necessary for the Manufacture of Product. Corden’s obligations to support a Tech Transfer shall continue until such time as Customer, or its designee, successfully manufactures a validated Batch of each Product.

Technical Transfer Assistance. Cephalon shall use all reasonable efforts to facilitate ▇▇▇▇’▇ ability to manufacture and Develop ▇▇▇▇ Generic Product and ▇▇▇▇ Generic SF Product (collectively hereinafter referred to as “▇▇▇▇ Generic Products”) and to facilitate FDA’s approval of ▇▇▇▇’▇ ▇▇▇▇ for ▇▇▇▇ Generic Products, including but not limited to: (i) providing ▇▇▇▇ with the appropriate and necessary technical assistance, as requested by ▇▇▇▇; (ii) enabling ▇▇▇▇ to develop the expertise to manufacture the ▇▇▇▇ Generic Products under this Section 5.1 within the shortest possible period of time (in any event no later than the respective License Effective Dates), which reasonable efforts, for purposes of clarity does not include the payment of funds or the transfer of tangible property, by Cephalon to ▇▇▇▇, except as may be provided under this Agreement; ▇▇▇▇ shall have the right at reasonable intervals and upon reasonable prior notice, to visit any Cephalon plant or facility, review any equipment and observe the processes involved in the manufacturing of Cephalon Supplied Product, ACTIQ or ACTIQ SF, in a manner that will not interrupt Cephalon’s internal operations; (iii) providing ▇▇▇▇ within ten (10) days after the Consent Agreement Effective Date a copy of each patent application that is within the scope of the ACTIQ Patent Rights and ACTIQ SF Patent Rights and that has not been published or issued, as provided under Section 2.4 of this Agreement; and (iv) providing ▇▇▇▇ access to Scientific and Regulatory Materials. Failure of Cephalon to fulfill its technical transfer obligations of this Section 5.1 shall constitute a material breach.