Technology Transfer Plan. The Parties shall perform the Technology Transfer in Waves during the TT Term pursuant to the timelines and in accordance with the responsibilities allocated under the Technology Transfer Plan. Each Party shall perform the activities assigned to such Party under the Technology Transfer Plan at the sites identified in Section 2.2.6 and shall perform all such activities in compliance with Applicable Law. Each Party shall be responsible for all salaries and costs and expenses of their own personnel (including, without limitation, travel and living expenses). Without limiting the foregoing, Codexis shall provide Merck the Codexis Methods at dates no later than those set forth in the timelines in the Technology Transfer Plan. Codexis shall promptly transfer to Merck (a) the Initial Technology Transfer Inventory, (b) the Codexis Materials, (c) the Codexis Documentation, and (d) the Codexis Software and other Platform Technology, at dates no later than those set forth in the timelines in Technology Transfer Plan. All Technology Transfer activities shall be performed [***] by the Parties. Notwithstanding anything to the contrary, subject to any updates to the Technology Transfer Plan pursuant to Section 2.2.2, Codexis shall not be obligated to transfer to Merck any information and/or materials not described in the Technology Transfer Plan.
Technology Transfer Plan. Within ninety (90) days after entering into a SOW, the Parties shall cooperate to devise and agree upon a technology transfer plan (the “Transfer Plan”), which may be updated from time to time by mutual written agreement of the Parties. Seller shall provide Buyer with the necessary manufacturing transfer assistance, as further detailed below, for a period of six (6) months. The Transfer Plan shall specify the obligations of each Party, with respect to the transfer of the necessary manufacturing know-how, Buyer-owned tooling and automation equipment, fixtures and components, and Buyer’s property, excluding Seller’s own capital equipment, to an alternate manufacturing site designated by Buyer. The Parties shall mutually agree upon and document the reasonable costs of the activities under the Transfer Plan, including those costs for technical, managerial, administrative and engineering services provided by Seller. The aforementioned transfer services will be provided by Seller at the rate at which Seller charges its other customers. For the avoidance of doubt, if Seller is able to fully transfer all manufacturing activities to Buyer’s alternate supplier prior to the end of the twenty four (24) month termination notice period, as referenced in Section 8(b), above, this Agreement shall automatically terminate upon such transfer.
Technology Transfer Plan. Penwest to provide to Trevi, in accordance with the delivery instructions provided by Trevi, the following archived documents and materials within [**] of the Effective Date, to the extent such documents are contained in the boxes specifically designated for the retention of such documents and in the current possession of Penwest.
Technology Transfer Plan. During the Collaboration Period and thereafter until the [**], Spark will provide Pfizer with reasonable assistance as necessary or desirable to effect the timely and orderly transfer of Spark Technology (other than Manufacturing process technology) to Pfizer (a) for Pfizer’s use to conduct any of its activities under the Product Development Plan, and after the Collaboration Period, Development, Manufacture and Commercialization of the Compounds and Licensed Products and (b) in accordance with the Technology Transfer Plan. Without limiting Spark’s obligations set forth elsewhere under this Section 4.5, Spark will perform all technology transfer activities as set forth under the technology transfer plan set forth in Exhibit C (the “Technology Transfer Plan”). During the Collaboration Period, all out-of-pocket costs and expenses and the costs of Spark’s personnel associated with the transfer of Spark Technology under the Technology Transfer Plan will be borne by Spark. Following the Collaboration Period, all reasonable out-of-pocket costs and expenses and the costs of Spark’s personnel, in excess of the time set forth in Section 4.15, associated with the transfer of Spark Technology under the Technology Transfer Plan will be borne by Pfizer. The Technology Transfer Plan does not include any transfer of Manufacturing process technology. Subject to Section 4.12, Pfizer may request that Spark provide Pfizer or one or more Pfizer Affiliates or Third Parties designated by Pfizer (and, as to Third Parties, approved by Spark as set forth in Section 4.12) with a transfer of Manufacturing process technology relating to Licensed Product(s). The Parties shall negotiate and agree upon a reasonable Manufacturing technology transfer plan and budget therefor, and all reasonable out-of-pocket costs and expenses and the reasonable costs of Spark’s personnel associated with such Manufacturing technology transfer will be borne by Pfizer.
Technology Transfer Plan. Upon delivery by either Party of Notice to terminate this Agreement in its entirety or with respect to any Product, or otherwise at Purchaser’s initiative, the Parties shall meet, develop and mutually agree upon a plan and reasonable timetable (the “Technology Transfer Plan”) under which Manufacturer hereby covenants and agrees that it will use commercially reasonable efforts to assist Purchaser and/or Purchaser’s designee to establish their own Manufacturing line for the Products in order to enable Purchaser and/or Purchaser’s designee to Manufacture Purchaser’s entire requirement of the Product upon the termination of this Agreement or as soon as commercially practicable thereafter. Separate Technology Transfer Plans may be established with respect to each Product. Improvements made to the Manufacturing Process for an Exclusive Product during the term of this Agreement will be transferred to Purchaser as a part of the Technology Transfer Plan. Improvements for a Special Product during the term of this Agreement at a cost of less than $3,000,000 will be transferred to Purchaser as a part of the Technology Transfer Plan. Improvements to Special Products made to the Manufacturing process during the term of this Agreement at a cost greater than $3,000,000 will be transferred to Purchaser as a part of the Technology Transfer Plan only to the extent that Purchaser shared equally in all costs associated therewith. Manufacturer agrees that it will use reasonable efforts to support such technology transfers to Purchaser and/or its designee which efforts shall include making Manufacturer’s manufacturing personnel, including quality and technical personnel, available to provide reasonable technical assistance with the technology transfers and training regarding Purchaser’s Manufacturing of the Product and any other matters included in the agreed upon Transfer Plan. Purchaser shall be solely responsible for obtaining any and all Regulatory Approvals from the applicable Governmental Authorities for qualification of each new manufacturer and its manufacturing facilities. Manufacturer will not be obligated to assist Purchaser in developing a Manufacturing Process that is different in any manner from the Manufacturing Process used by Manufacturer to Manufacture the Product. If upon termination of this Agreement, the technology transfer is not complete due to commercially reasonable timelines for such technology transfer extending beyond the Term, Manufacturer will not b...
Technology Transfer Plan. With respect to any Licensed Know-How or Licensed Materials not already transferred pursuant to Clause 3.1 prior to the first meeting of the JSC, the JSC shall (subject to Clause 2.4), to the extent a plan for implementing such transfer has not already been put in place, lay down procedures and make such plan (a “Technology Transfer Plan”) or make such changes to the Technology Transfer Plan, as the JSC deems necessary. If any such Licensed Know-How already exists in electronic form, then it shall be transferred in electronic rather than paper form. Following receipt of any Licensed Know-How or Licensed Materials in accordance with this Article 3, Xxxxxxx shall promptly provide Genmab with written acknowledgement of the receipt of such Licensed Know-How and/or Licensed Materials.
Technology Transfer Plan. 3.1 Eiffel hereby agrees to sell and transfer Capital Equipment to MAP and shall use commercially best efforts to transfer and install the Capital Equipment at MAP’s Mountain View Facility, and to teach certain MAP personnel designated by MAP how to use the Capital Equipment, pursuant to the Technology Transfer Plan (Exhibit C, 15 pages). The Technology Transfer Plan includes Eiffel’s obligations to instruct MAP on relevant manufacturing protocols and standard operating procedures (SOPs), including the transfer of any and all know-how necessary to practice the Technology. [****] = 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. Confidential treatment has been requested with respect to the omitted portions.
3.2 Eiffel shall make available to MAP an Eiffel Project Leader as described in Technology Transfer Plan (Exhibit C). The parties agree that the identity of the Eiffel Project Leader is a material term to this Agreement and that, if the Eiffel Project Leader is to be a person other than the individual identified in Exhibit C, prior written consent of MAP is required. MAP shall pay the Eiffel Project Leader US$[****] upon final completion of the Final Technology Transfer Milestone as described in the Technology Transfer Plan (Exhibit C). The Eiffel Project Leader shall be solely responsible for payment of any taxes of any sort, related to the $[****], payable under Australian or United States law. The Eiffel Project Leader will spend at least six (6) months implementing and facilitating all aspects of the Technology Transfer Plan (Exhibit C). MAP shall be responsible for the Eiffel Project Leader’s reasonable living expenses during the Eiffel Project Leader’s stay in the Mountain View, California area, which expenses shall be limited to a) providing accommodations in an apartment or other accommodation in Mountain View and b) a rental car, both of which shall be selected and arranged for by MAP. Eiffel is responsible for the Project Leader’s salary, benefits, and any air travel expenses.
3.3 At MAP’s sole cost, MAP shall commit the resources necessary to ensure that the activities to be carried out at MAP’s Mountain View Facility under the Technology Transfer Plan (see Exhibit C) are able to be completed as soon as practicably possible.
Technology Transfer Plan. As soon as reasonably practical after the Effective Date, the parties shall meet to agree on a plan for Technology Transfer (the "Technology Transfer Plan"). The Technology Transfer Plan shall specify the Technology Transfer activities to be performed and the amount of time to be devoted to such activities. The parties shall review and update the Technology Transfer Plan, on a monthly basis, until the earlier to occur of (i) completion of Technology Transfer or (ii) the end of the Technology Transfer period, as set forth in Section 3.2. Biogen shall not be required to devote time or perform activities in connection with Technology Transfer beyond the time and activities shown on the Technology Transfer Plan unless both parties agree on an update to the Technology Transfer Plan.
Technology Transfer Plan. Genentech shall provide the following materials and information to Novogen within three (3) months following the Effective Date: XXXXX XXXXX XXXXX XXXXX XXXXX XXXXX XXXXX XXXXX CLINICAL TRIAL PROTOCOL CONCEPT Proposed Phase II Study of GDC-0084 in Glioblastoma Multiforme
Technology Transfer Plan. Upon the Effective Date the Parties shall commence the Technology Transfer in sequential order of Waves as described in, and in accordance with, the Technology Transfer Plan. Each Party shall perform the activities assigned to such Party under the Technology Transfer Plan at the sites identified in Section 2.2.6 and 2.2.7 and shall perform all such activities in compliance with Applicable Law. Notwithstanding anything to the contrary, subject to any updates to the Technology Transfer Plan pursuant to Section 2.2.4, Codexis shall not be obligated to transfer to GSK any information and/or materials not described in the Technology Transfer Plan.
