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. 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. (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.
(b) Progen may provide updated versions of the Know-How from time to time, but is under no obligation to do so. Medigen is solely responsible for the cost of modifying or translating any materials supplied by Progen, or developing its own materials, as may be necessary or desirable for the Territory.
(c) Progen will provide such technical advice and assistance as Medigen may reasonably require, via telephone and email, for a maximum of 20 hours per month during the first six months of the Tenn, and 5 hours per month thereafter. Any additional assistance will be at Progen’s discretion and on its standard consulting terms (which as at the Commencement Date includes charges of $150 per hour).
(d) Any site visits by Progen’s Personnel will be at Progen’s discretion, and at Medigen’s sole expense.
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. 2.7
Technology Transfer and Assistance. (a) Promptly after the Effective Date and in any event within [***] following the Effective Date, ARS shall, at its costs and expenses, disclose and make available to Pediatrix in reasonable form all ARS Know-How, Regulatory Data, and Regulatory Filings in ARS or its Affiliate’s Control as of the Effective Date.
(b) Thereafter, throughout the Term, ARS shall without additional compensation, disclose and make available to Pediatrix, in whatever form Pediatrix may reasonably request (including by providing copies thereof), all ARS Know-How, Regulatory Data, and Regulatory Filings not previously provided to Pediatrix, promptly after the earlier of the creation, development, making, conception or reduction to practice of such ARS Know-How, Regulatory Data, and Regulatory Filings.
(c) From the Effective Date to December 31, 2022, ARS shall, at Pediatrix’s request, provide Pediatrix with reasonable access to ARS personnel involved in the Development of Compositions and Product, either in-person at ARS’s facility or by teleconference for up to [***], at [***] costs of Pediatrix. In the event Pediatrix reasonably requests assistance from ARS that would require ARS to provide assistance (i) in the Calendar Year 2021 in [***] in excess of the amounts described in the preceding sentence or (ii) any time after December 31, 2022, ARS [***] provide such assistance to Pediatrix and Pediatrix shall reimburse ARS for such technical assistance and up to a number of [***] as agreed by the Parties in writing at [***] based on written invoices provided by ARS from time to time and within [***] of the receipt of an invoice from ARS.
(d) Pediatrix shall and shall cause its Affiliates to, without additional compensation, disclose and make available to ARS, in whatever form ARS may reasonably request (including by providing copies thereof), any Pediatrix Know-How not previously provided to ARS, promptly after the earlier of the development, making, conception or reduction to practice of such Pediatrix Know-How.
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.
Technology Transfer and Assistance. As soon as reasonably practicable following the Effective Date, Tay shall, and shall cause its Affiliates to, without additional compensation, disclose and make available to VYNE (which obligation may include granting
Technology Transfer and Assistance. 39 5.1 General 39 5.2 Specific Transition Assistance 39 5.3 Manufacturing Technology Transfer 39 5.4 Inventory Transfer 40 5.5 [Intentionally Omitted] 40 5.6 Transition Plan 40
