Technology Transfer and Assistance. In accordance with the technology transfer plan attached as Exhibit B to this Agreement (the “Technology Transfer Plan”), Licensor will provide Licensee with respect to Compounds (a) all results, tabulated data, evaluations and study reports relating solely and exclusively to Compounds and any product incorporating Compounds, including any preclinical assays, toxicity experiments, methods of synthesis, chemistry, manufacturing and controls, process research/synthesis optimization reports, analytical methods, bio-analytical methods, formulation research results, and preclinical and tabulated clinical trial data and results relating solely and exclusively Compounds or to such products, (b) all Exclusively Licensed Know-How that does not fall within the preceding clause (a), (c) all Non-Exclusively Licensed Know-How and (d) complete and correct copies of all collaborative and other agreements with Third Parties relating to the Licensed Intellectual Property, in each case in accordance with, and to the extent set forth in, the Technology Transfer Plan. Within [***], Licensor shall transfer to Licensee, in a mutually agreed manner, the quantities of available physical inventory of Compounds as listed in the Technology Transfer Plan. Licensor shall have no further obligation to make any further physical inventory of Compounds available to Licensee. Licensor will make Commercially Reasonable Efforts to complete all other transfers under the Technology Transfer Plan with respect to Compounds shall occur within [***] after the Effective Date, and Licensor shall have no further technology transfer obligations after such transfer. Without limiting the foregoing, Licensor shall have no further obligation to disclose or transfer to Licensee any Licensor Improvements that come into existence after the Effective Date. The materials transferred to Licensee by Licensor under this Section 4.1 are transferred on an “as is” basis, subject only to Licensor’s express representations and warranties under this Agreement. The Compounds provided to Licensee pursuant to this Article 4 or Exhibit B are research grade and shall not be used in humans. Notwithstanding anything else in this Agreement, Licensor shall have no liability for any losses, claims, or damages arising from or related to Licensee’s use of such provided Compounds. Licensor will provide reasonable assistance to Licensee for the orderly transfer and transition of all information and materials transferred to Licensee ...
Technology Transfer and Assistance. Senesco will, as soon as reasonably possible after the Effective Date, provide BCV with (a) a copy of all Biofuel Know-How reduced to writing and possessed by the Senesco Parties or their Affiliates as of the Effective Date, and (b) upon BCV’s reasonable request, copies of any pending, unpublished Biofuel Patent Rights. Thereafter, Senesco will promptly provide or make available to BCV any additional Biofuel Know-How in the Senesco Parties’ or their Affiliates’ Control. During the first three (3) months after the Effective Date, Senesco will use Commercially Reasonable Efforts to provide reasonable assistance to BCV for the orderly transfer and transition to BCV of all current Senesco Party research and development activities relating to the Biofuel IP in the Field and/or any Licensed Products in the Field, and Senesco will use Commercially Reasonable Efforts to make available to BCV employees and/or consultants of the Senesco Parties with knowledge about the Biofuel IP in the Field and/or any Licensed Products in the Field. During the subsequent nine (9) months, Senesco shall provide up to an aggregate of ten (10) hours per month of such assistance and employee and/or consultant time. Any such access or availability after such twelve (12) month period shall be subject to the Parties entering into a service agreement as contemplated by Section 2.4.
Technology Transfer and Assistance. (a) Progen will disclose the Licensed IP to Medigen, including providing Medigen with electronic copies of the Know-How, within 60 days of the Commencement Date. Medigen acknowledges that all documents will be provided in English, and that it will be solely responsible for any translation costs.
Technology Transfer and Assistance. In connection with Jazz’s rights to access and use the Escrow Materials pursuant to Section 13.2(c)(ii), Pfenex shall provide to Jazz [***].
Technology Transfer and Assistance. Pathogenics shall provide reasonable assistance to Acuity to effect the orderly transfer to Acuity of Pathogenics Know-How, including the transfer to Acuity of all Pathogenics Materials. Pathogenics will use reasonable efforts to provide this assistance to Acuity as soon as practicable. Pathogenics shall cooperate with Acuity in connection with efforts to develop and commercialize N-Chlorotaurine in the Field of Use.
Technology Transfer and Assistance. Core shall, upon the written request of King, transfer to King all information, data, know-how, processes, and any other information comprising Background IP reasonably required by King to be able to manufacture the relevant Target Formulation.
Technology Transfer and Assistance. Following receipt by Onconova of the Upfront Payment and payment under the Securities Purchase Agreement, Onconova shall promptly transfer or provide HanX with access to all Onconova Know-How that exists on the Effective Date and was not previously provided to HanX. Thereafter, from time to time during the Term of this Agreement, Onconova shall transfer or provide HanX with access to additional Onconova Know-How (including the data and results of any clinical or non-clinical studies of the Compound and Product performed by or on behalf of Onconova, its Affiliates and licensees outside the Territory) that comes under the Control of Onconova or its Affiliates. In connection with the technology transfer under this Section 4.8, Onconova shall provide HanX with reasonable technical assistance, including reasonable access to Onconova’s personnel involved in the research and development of the Compound and Product. For clarity, the technology transfer under this Section 4.7 shall not include manufacture technology transfer, which shall be performed pursuant to Section 7.2.2.
Technology Transfer and Assistance. Licensor shall provide to Licensee all Licensed Technology at such time and in such manner and format as reasonable requested by Licensee. Upon at least five business days’ prior written notice (thirty (30) days prior written notice if travel is required), Licensor agrees to provide Licensee with reasonable assistance during Licensor’s normal business hours in understanding, interpreting and applying the Licensed Technology and will answer any technical inquiries concerning the same during the Term.
Technology Transfer and Assistance. As soon as reasonably practicable following the Effective Date, In4Derm shall, and shall cause its Affiliates to, without additional compensation, disclose and make available to VYNE (which obligation may include granting personnel designated by VYNE controlled access to an electronic data room), in such form as maintained by In4Derm in the ordinary course of business, a copy of the In4Derm Know-How listed at Exhibit 1.40. The Parties shall reasonably cooperate to provide a smooth and prompt provision of all such Know-How. At VYNE’s request, In4Derm shall reasonably assist VYNE and its designees in the use and understanding of the In4Derm Know-How and shall promptly provide reasonable assistance and cooperation, and make its personnel reasonably available to VYNE and its designees, as necessary or reasonably useful for VYNE to Exploit the Compounds and Products; provided that, unless otherwise agreed, VYNE shall reimburse In4Derm for all documented (a) external costs on a pass-through basis and (b) internal expenses at an hourly rate per FTE based on the relevant FTE’s standard, then-current industry standard rate per annum, in each case of (a) and (b), that are reasonably incurred by In4Derm in providing such assistance. As used herein, “FTE” means a full-time equivalent person year (consisting of a total of one thousand eight hundred twenty (1,820) hours per year) of activities undertaken by In4Derm.
Technology Transfer and Assistance. For [####]following the Effective Date, Wyeth shall provide, at its cost, reasonable assistance to Cardiokine to effect the orderly transfer to Cardiokine of the Licensed Know-How. For this purpose, Wyeth will deliver to Cardiokine the Wyeth materials listed on Exhibit B within [####]after the Effective Date. The Parties will have telephone conferences and, upon mutual agreement, meetings at Wyeth as often as reasonably necessary to review the status of the transfer. The Parties shall have a one (1) day meeting [####]after the Effective Date at Wyeth in which Cardiokine and Wyeth shall review the status of the transfer of the Licensed Know-How.
