Technology Transfer and Technical Assistance. Subject to the terms and conditions of the License Agreement, Fenwal shall promptly transfer to Cerus all technical information pertaining to the manufacturing and quality testing of the Manufactured Products (including without limitation, Bills of Materials, SOPs for manufacturing quality assurance and quality control, design history files and batch records, and including HUD, CER, etc. documents, technical reports and regulatory submissions) and provide to Cerus technical experts to assist, consult and cooperate with technical personnel of Cerus or its manufacturing sublicensee in the design, production, inspection and maintenance of the Manufactured Products. Cerus may make requests for technical assistance during the Term of this Agreement, however, not to exceed two such requests a calendar year and one such request for each manufacturing change Fenwal may introduce. Cerus has the rights to use such information provided by Fenwal in accordance with the terms of the License Agreement. Cerus shall pay the reasonable traveling, living and other related expenses of such technicians of Fenwal as agreed between the Parties, and Cerus shall pay for such services on an hourly rate (excluding travel time) equal to $[*] (US) per day per person. Fenwal shall arrange at the request of Cerus for the visit of Cerus’ technical personnel to the offices or plants or any other facilities of Fenwal for the study of manufacturing processes, practices, testing shipment and know-how used by Fenwal in the manufacture of the Manufactured Products as provided for under the License Agreement. In no event will Fenwal technicians be expected to meet or travel for Cerus to a country for which the U.S. Department of State has issued a travel advisory recommending U.S. citizens leave or avoid traveling to such country at that time.
Technology Transfer and Technical Assistance. 8.1 Subject to Sections 8.2 and 8.3 and with the sole exception of the Enhanced Process, IBM has provided to IBIS in IBM’s facilities in the United States the recipe for the Licensed Process and limited technology transfer and technical assistance in operation, setup and qualification procedures for the Licensed Process.
8.2 During the period from the Effective Date through three (3) months from the Effective Date, IBM has provided at no additional cost to IBIS technology transfer and technical assistance as provided in Section 8.1 up to a total limit of [*]
8.3 The IBM and IBIS Technical Coordinators shall keep accurate records of all limited technical assistance performed and shall compare records for accuracy and provide access to such records to the other Party once a quarter or pursuant to a schedule mutually agreed to. Queries made by IBIS from its facilities shall be logged at a minimum of one person-hour.
8.4 IBIS, at its own cost and expense, shall be responsible for acquiring the necessary equipment, materials, and services required to implement the Licensed Process.
8.5 After the earlier to occur of the exhaustion of the [*] person-hours of the limited transfer assistance and limited technical assistance specified in Sections 8.1 and 8.2 and the expiration of the three month period specified in Section 8.2, IBM agrees to provide, in IBM’s facilities in the U.S.A., up to an additional [*] person-hours of transfer assistance and technical assistance to * Confidential treatment has been requested for the language omitted and such language has been separately filed with the Securities and Exchange Commission. IBIS, subject to the availability of requisite personnel within IBM, for a period ending on six (6) months after the Effective Date. IBIS agrees to pay IBM for such limited additional transfer and technical assistance provided to IBIS at a rate that is the higher of [*] dollars per person-hour or the then-current rate, plus reasonable travel and living expenses. IBIS may make site visits to IBM’s East Fishkill facilities upon reasonable notice to IBM and upon mutual agreement of the Parties. A maximum of five (5) IBIS employees may visit IBM’s facilities at any one time. The travel and living expenses of such visiting IBIS employees shall be at the sole expense of IBIS. The amount of limited additional transfer assistance and technical assistance shall be defined and determined by mutual agreement.
8.6 IBM shall invoice charges monthly for the ...
Technology Transfer and Technical Assistance. Ancor shall not be required hereunder to produce or provide detailed documentation for the ASICs, but will work with Inrange to transfer necessary Ancor Technology relating to applying the ASICs to the Boards in a timely manner. Such transfer shall be accomplished by allowing Inrange engineers to monitor the Board design process and to attend design reviews for the Boards, and providing to Inrange pertinent technical information and/or documentation as reasonably required to successfully complete the transfer. Inrange shall allocate* to monitor the Board design process, attend such design reviews for the Boards and participate in the training to be provided pursuant to Section 4.6. Ancor and Inrange shall also engage in joint VHDL Simulation to enable Inrange to complete systems integration of the ASICs into the Inrange Products, and shall use their best efforts to resolve integration issues. In addition, Ancor will make available to *Confidential treatment requested with respect to this information.
Technology Transfer and Technical Assistance. 2.1 As soon as reasonably practicable and as agreed between the Parties following the Commencement Date, CAT will transfer the CAT Background Materials to Chugai and will begin to disclose the CAT Background Know How to Chugai at the Site.
2.2 Upon receipt of the CAT Background Materials by Chugai, CAT shall send [***] suitably qualified people of appropriate technical proficiency and experience to the Site for up to [***] Business Days to provide technical assistance and training in relation to the use of the CAT Background Materials and the CAT Background Know How in the Research Programme provided that CAT will not be obliged to send such people until Chugai notifies CAT that it has assembled or recruited a suitable number of personnel who have appropriate technical proficiency and experience to receive such technical assistance and training. [***] shall bear [***] the travel, subsistence and other expenses (including out of pocket expenses) of the people it sends to the Site under this Clause.
2.3 After the Library Licence Start Date and during the term of this Agreement CAT shall, from time to time as requested by Chugai, provide reasonable technical assistance to Chugai in the use of the CAT Background Materials and CAT Background Know How by e-mail, fax or telephone up to a maximum of [***] man-hours per year (as evidenced by CAT’s internal records) at a cost of [***] United States dollars [***] per hour.
2.4 CAT may at its sole discretion carry out optimisation work on Development Antibodies (subject always to the terms of Clause 9 below) if requested to do so by Chugai at the rate of [***] United States dollars [***] per full time employee per year. For the avoidance of doubt this provision shall not apply to CAT providing other services including but not limited to [***].
2.5 Upon Chugai’s reasonable prior written request to CAT and subject always to suitable CAT personnel being available, CAT shall send [***] to the Site for up to [***] Business Days or [***] working hours (whichever the greater) in each twelve (12) month period during the term of the licence granted under Clause 5.1 or any extension thereof under Clause 5.2. Such person shall provide such reasonable technical and other assistance as Chugai may require. Chugai shall pay to CAT the sum of [***] United States dollars [***] for each such period of [***] Business Days or [***] working hours (whichever is the greater) plus all reasonable travel, subsistence and other expenses (includ...
Technology Transfer and Technical Assistance. 3.1 In partial consideration for the amounts payable under Sections
Technology Transfer and Technical Assistance. 3.4.1 PCCA shall transfer to Imprimis all Technology, and provide such technical assistance in connection therewith, in each case at such times as reasonably requested by Imprimis in connection with the review, evaluation, research, development or commercialization of any Product or Product opportunity. During the term of this Agreement, PCCA and Imprimis shall use commercially reasonable efforts to collaborate with each other regarding the use of the Technology in the Prescription Drug Field.
3.4.2 If Imprimis requests and the parties mutually agree that PCCA perform any additional services relating to any Product, PCCA shall perform such additional services and if such services are of the type that PCCA customarily performs for Third Parties for a fee, then to the extent the fees therefor would exceed one hundred thousand dollars ($100,000) in the case of a PCCA Product, or fifty thousand dollars ($50,000) in the case of an Imprimis Product, then PCCA shall invoice Imprimis for the amount of such excess (calculated at PCCA’s then-standard rates), and Imprimis shall pay such excess.
3.4.3 Notwithstanding anything to the contrary in this Agreement, PCCA and its Affiliates do not assign or transfer to Imprimis hereby, and Imprimis shall not acquire hereby, title to or any ownership interest in or to the Technology.
Technology Transfer and Technical Assistance. 8.1 Subject to Sections 8.2 and 8.3, IBM shall provide to IBIS in IBM's facilities in the United States the recipe for the Licensed Process and limited technology transfer and technical assistance in operation, setup and qualification procedures for the Licensed Process.
8.2 During the period from the Effective Date through three (3) months from the Effective Date, IBM agrees to provide at no additional cost to IBIS technology transfer and technical assistance as provided in Section 8.1 up to a total limit of two hundred fifty (250) person-hours.
Technology Transfer and Technical Assistance. Subject to the terms and conditions of the License Agreement, in the event of (a) [ * ]; (b) Fresenius Kabi’s election to terminate this Agreement or (c) a Supply Disruption, Fresenius Kabi shall promptly transfer to Cerus all technical information pertaining to the manufacturing and quality testing of the Manufactured Products (including without limitation, Bills of Materials, SOPs for manufacturing quality assurance and quality control, design history files and batch records, and including HUD, CER, etc. documents, technical reports and regulatory submissions) and provide to Cerus technical experts to assist, consult and cooperate with technical personnel of Cerus or its manufacturing sublicensee in the design, production, inspection and maintenance of the Manufactured Products; provided, however, that any technical information transferred in connection with a Supply Disruption shall only be used for the limited purpose of meeting Cerus’ supply requirements for the duration of such Supply Disruption and any agreement with a qualified third party supplier having access to such technical information shall have a limitation on the use of such technical information consistent herewith. Cerus may make requests for technical assistance during the Term of this Agreement, however, not to exceed two such requests a calendar year and one such request for each manufacturing change Fresenius Kabi may introduce. Cerus has the rights to use such information provided by Fresenius Kabi in accordance with the terms of the License Agreement. Cerus shall pay the reasonable traveling, living and other related expenses of such technicians of Fresenius Kabi as agreed between the Parties, and Cerus shall pay for such services on an hourly rate (excluding travel time) equal to $[ * ] (US) per day per person. Fresenius Kabi shall arrange at the request of Cerus for the visit of Cerus’ technical personnel to the offices or plants or any other facilities of Fresenius Kabi for the study of manufacturing processes, practices, testing shipment and know-how used by Fresenius Kabi in the manufacture of the Manufactured Products as provided for under the License Agreement. In no event will Fresenius Kabi technicians be expected to meet or travel for Cerus to a country for which the U.S. Department of State has issued a travel advisory recommending U.S. citizens leave or avoid traveling to such country at that time.
Technology Transfer and Technical Assistance. 5.1. The Company shall make available, for no consideration to the Manufacturer, the knowledge, technical and practical experience and all other know-how as well as the technical assistance services necessary to enable the Manufacturer to perform hereunder.
5.2. The Manufacturer guarantees that the manufacture of the Products shall be carried out in strict compliance with the information and the quality guidelines of the Company.
