TECHNOLOGY TRANSFER AND LICENSE Sample Clauses

TECHNOLOGY TRANSFER AND LICENSE. (a) Subject to the terms and conditions of the Agreement, RBC hereby grants 3M or its designated affiliate an exclusive license solely to make, have made, use, sell, offer to sell, import, buy, or transfer the Products other than the Products defined in Exhibit A-1 hereto, and a non-exclusive license solely to make, have made, use, sell, offer to sell, import, buy or transfer the Product defined in Exhibit A-1 hereto, for the detection of Targets (“License”). Notwithstanding the foregoing, the License to make or have made Products shall not be effective except upon termination of this Agreement by 3M pursuant to Section 2(b) for RBC’s breach, or 4(d) for Supply Failure, or upon non-renewal of this Agreement as provided in Section 2(d). In the event the License to make or have made Products becomes effective, RBC shall thereupon provide (i) to 3M a copy of all data, or information generated during RBC’s performance of this Agreement that is reasonably necessary to make and have made Product, including but not limited to the Escrow Materials, and (ii) reasonable assistance required to enable 3M to manufacture Product for itself or through a third party manufacturer; provided, however, that any such data, know-how, technology, or information that is Confidential Information shall continue to be the Confidential Information of RBC, but may be disclosed by 3M to bona fide third party manufacturers pursuant to a written agreement containing confidentiality and non-use provisions no less restrictive than those set forth herein. 3M shall indemnify RBC under the same terms as paragraph 18(b) for any Indemnifiable Losses arising from the manufacture of any Products by or for 3M under the License granted in this paragraph 23.
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TECHNOLOGY TRANSFER AND LICENSE. 7 3.1 Transfer of Chemistry Technology..............................................7 3.2 Technology and Library License Rights.........................................7 3.3 Limited Commercial Licenses...................................................8
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TECHNOLOGY TRANSFER AND LICENSE. Seller will, at the Closing Date, deliver the Purchased Assets to Purchaser (which delivery will be accomplished by electronic transmission to the extent possible, unless otherwise requested by Purchaser); until delivery Seller will be holding all such Purchased Assets as a fiduciary for and on behalf of Purchaser. Without limiting the foregoing, Seller will, effective as of the Closing Date, (i) transfer all Technology and related source code to Purchaser’s designated repository, and (iii) subject to the Transition Services Agreement, take all actions necessary to transition any data, materials, and other related information associated with each applicable Purchased Asset to an applicable account operated by Purchaser. Seller’s ongoing rights to certain of the Purchased Assets will be subject to the terms of the Purchaser License Agreement. Purchaser’s rights to Jointly Used Assets will be subject to the terms of the Seller License Agreement.
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TECHNOLOGY TRANSFER AND LICENSE. At any time during the course of this Agreement [***], Micromet has the option to conclude the Technology Transfer and License Agreement between Micromet and Lonza attached hereto as Schedule 14, in order to allow Micromet (or a [***] designated by Micromet) to replicate the Process (as it exists at the date of such request) in the manufacture of the Product in order to either establish a second source for supply or to transfer manufacturing to a Third Party, provided, however, that [***]). Following exercise of the option and provided [***] of Lonza have been used for the manufacture of Product, Lonza shall supply to Micromet such information and assist Micromet regarding access to [***], as is agreed therein.
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TECHNOLOGY TRANSFER AND LICENSE. At any time during the course of this Agreement and [***] (except in the case of [***] , Micromet has the option to conclude the Technology Transfer and License Agreement between Micromet and Lonza attached hereto as Schedule 14, in order to allow Micromet (or a Third Party designated by Micromet) to replicate the Process (as it exists at the date of such request) in the manufacture of the Product in order to either establish a second source for supply or to transfer manufacturing to a Third Party, provided, however, that if Micromet is or has been in insolvency proceedings at the time Micromet [***] under this Clause 14, it shall [***] if [***] by [***] and/or other [***] which are [***] and operating, with respect of the [***] of the [***] (but not by [***] , [***] and/or other [***] ). Following exercise of the option and provided [***] of Lonza have been used for the manufacture of Product, Lonza shall supply to Micromet such information and assist Micromet regarding access to [***] and [***] , as is agreed therein. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4), and 240.24b-2
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TECHNOLOGY TRANSFER AND LICENSE. Immunex and Wyeth shall enter into a technology transfer and license agreement simultaneously herewith setting forth the terms and conditions simultaneously herewith pursuant to which transfer of the technology for the Manufacturing Process to Wyeth will occur (the "Technology Transfer and License Agreement").
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TECHNOLOGY TRANSFER AND LICENSE. 3.1 TRANSFER OF COMBINATORIAL CHEMISTRY TECHNOLOGY. AAT shall transfer to Allergan, on an orderly basis, the AAT Know-How and copies of the AAT Patents [ * ]. The schedule for such transfer will be reasonable and orderly, as established by the Technology Committee. In addition, Allergan may provide, at its cost and expense, [ * ] Allergan scientists to work at AAT at any one time during [ * ] to assist and direct the transfer to Allergan of the AAT Know-How and Software Programs and to receive related technical training; provided that access or exposure to AAT Restricted Information by the Allergan scientists shall be subject to the provisions of Article 6. Such training shall be provided at AAT's facilities, unless otherwise agreed by the Parties. Any such Allergan scientists that work at AAT under the terms of this Section 3.1 shall be restricted from access to any AAT facilities or locations other than those necessary for completing the technology transfer and training as provided above. Further, AAT shall use reasonable efforts to limit and restrict such Allergan scientists from access or exposure to any confidential information of AAT that is not AAT Know-How. AAT agrees to [ * ] Allergan on the use of the AAT Technology to [ * ] the purpose of this Agreement. Therefore, AAT agrees to provide, when requested by Allergan, time during the term of the Agreement for [ * ] to be scheduled at such times as are mutually convenient to the Parties.
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TECHNOLOGY TRANSFER AND LICENSE 
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Related to TECHNOLOGY TRANSFER AND LICENSE

  • 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.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times.

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