Technology Transfer Obligations Clause Samples
The Technology Transfer Obligations clause defines the responsibilities of one party to share or transfer specific technological knowledge, materials, or intellectual property to another party. Typically, this clause outlines the scope of technology to be transferred, the timeline for delivery, and any required documentation or support, such as training or technical assistance. Its core practical function is to ensure that the receiving party obtains the necessary tools and information to effectively use or further develop the technology, thereby facilitating collaboration and minimizing misunderstandings about what must be provided.
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Technology Transfer Obligations. Notwithstanding anything to the contrary contained in this Amendment No. 3, Paragraphs 6 and 7 of the Settlement Agreement remain in full force and effect subject only to the following:
(a) Monsanto represents and warrants to Martek Boulder that, except as set forth on Schedule 1 to this Amendment No. 3, to Monsanto’s actual knowledge, Monsanto has fully complied with and there exists no current breach of its obligations under Sections 6 and 7 of the Settlement Agreement;
(b) Martek Boulder represents and warrants to Monsanto that, except as set forth on Schedule 1 to this Amendment No. 3, to Martek Boulder’s actual knowledge, Monsanto has fully complied with and there exists no current breach of Monsanto’s obligations under Sections 6 and 7 of the Settlement Agreement. Each of the parties hereby forever and fully releases the other from any and all claims, losses, liabilities and expenses (including attorneys’ fees and disbursements) arising out of or in connection with the matters described on Schedule 1 attached hereto and incorporated herein by reference.
Technology Transfer Obligations. MannKind acknowledges and agrees that the technology transfer obligations pursuant to Sections 6.6(a) and 6.6(b) shall include MannKind’s obligation to provide such support, cooperation, consulting, training and assistance as is reasonably requested by Sanofi, including: (i) permitting Sanofi and its representatives to observe the testing and Manufacture of the Products at the MannKind Facility, (ii) providing reasonable access to and consultation with MannKind personnel and consultants knowledgeable about, trained and experienced in the testing and Manufacture of Product, (iii) providing, organizing, explaining and interpreting any and all Product testing and/or manufacturing documentation, including, but not limited to, all Testing Technology/Processes and Manufacturing Technology; (iv) assisting and training Sanofi and its representatives how to select, design, configure, procure, produce, assemble, test, qualify, validate, calibrate, maintain, and operate the testing and Manufacturing processes, equipment and lines for testing and manufacturing the Products, or otherwise establish testing and Manufacturing operations at the Sanofi Site; (v) teaching Sanofi and its representatives about the MannKind Technology and its use in connection with the testing and Manufacturing of Products; and (vi) providing reasonable assistance to Sanofi in identifying, contacting and securing supply sources for Insulin and other Raw Materials.
Technology Transfer Obligations. In addition to the obligations set forth in Section 2.4, Schering shall, on one instance only, pursuant to Schering’s obligations to enable the technology transfer as set forth in Sections 2.4, 2.5 or 4.5, as applicable:
2.6.1 provide copies or grant access to Indevus and/or its designees, including analytical laboratories and the alternate manufacturer (at Indevus’ request) with the then most current version of all materials, documents describing intellectual property and know-how, regulatory filings, reagents, expertise, equipment, data, and other information necessary to Manufacture the Product;
2.6.2 provide to Indevus and/or its designees, including analytical laboratories and the alternate manufacturer (at Indevus’ request) copies or grant access to the relevant documentation constituting the required material support, including specifications as to materials to be used and control methods;
2.6.3 assist Indevus and/or its designees, including analytical laboratories and the alternate manufacturer (at Indevus’ request) with the working up and use of the technology and with the training of the alternate manufacturer’s personnel to the extent reasonably necessary in the Manufacture of Product by the alternate manufacturer and/or analytical laboratory up to an effort equivalent of three (3) man months. In this regard, Schering will receive Indevus’ and/or the alternate manufacturer’s and/or analytical laboratory’s staff, as applicable, in its premises for certain periods, the term of which will be agreed by the Parties; and
2.6.4 comply with such other obligations and responsibilities as are necessary to fully enable Indevus or such alternate manufacturer to undertake the Manufacturing and Packaging of Finished Product in accordance with the Specifications.
Technology Transfer Obligations