Technology Transfer Services. OPKO will transfer to TESARO (or TESARO’s designees) all OPKO Know How and related technical information, and provide such support, as is reasonably necessary to enable TESARO to assume responsibility for the research, formulation, development, testing and manufacture of Licensed Product, and, during the period commencing on the Effective Date and continuing until the later of the completion of all Technical Transfer Services (as defined below) or **** from the Effective Date (such period being hereafter referred to as the “Transfer Period”), will provide reasonable ongoing assistance to TESARO in connection with such transfer and use of the OPKO Know-how. In connection with the foregoing, OPKO will perform the activities set forth in Parts Band C of this Technology Transfer Plan (the “Technology Transfer Services”). In addition, during the Transfer Period, OPKO will make its personnel reasonably available to TESARO to respond to questions related to the OPKO Know-how in connection with any of the activities described in this Technology Transfer Plan, and will provide such ongoing support and assistance as TESARO may reasonably request in the transition of development and manufacturing responsibility for Licensed Products to TESARO. TESARO acknowledges that OPKO and OPKO personnel were not involved in the discovery, manufacture, formulation, sourcing, research or development of the Licensed Product or any API and have only gained information relating to the Licensed Product in connection with the Asset Purchase Agreement and its research and development efforts undertaken since the consummation of the Asset Purchase Agreement in November 2009, much of which has been undertaken through the assistance of Third Party consultants. OPKO intended to use Third Parties for, and therefore had not engaged in, the development or formulation of dosage forms or the manufacture of drug product or API in support of the clinical development program or commercialization of Licensed Product. Accordingly, OPKO’s efforts, support and assistance and TESARO’s expectations under this Technology Transfer Plan must be considered in light of OPKO’ s limited level of expertise, knowledge and familiarity with Licensed Product. Additionally, in making the decision to enter into the Exclusive License Agreement, TESARO has conducted its own independent investigation, review and analysis of the Licensed Product, OPKO Patent Rights and OPKO Know-how, and has had complete access to all of ...
Technology Transfer Services. (a) Promptly after the Effective Date (but in any event within sixty (60) days thereof), Novavax shall disclose and provide to the Company the Know-How set forth on Exhibit 1 (the “Manufacturing Know-How”) and any other relevant manufacturing-related Know How licensed to the Company by Novavax to allow the Company to establish a Manufacturing Facility for Novavax Products. As reasonably requested by the Company, Novavax shall disclose and provide to the Company any Improvements to the Manufacturing Know-How made by Novavax.
(b) To effectuate the transfer and implementation of the Manufacturing Know-How and the establishment of the Manufacturing Facility for Novavax Products, Novavax shall provide the Manufacturing Services set forth on Exhibit 2. As soon as practicable after the date of this Agreement, the Representative and the Company shall develop a reasonable schedule pursuant to which the Manufacturing Services will be provided.
(c) Promptly after the Effective Date (but in any event within sixty (60) days thereof), and thereafter as reasonably requested by the Company, Novavax shall disclose and provide to the Company any Know-How licensed to the Company by Novavax under the Novavax Licenses (which is not addressed in Section 2.1(a) above), and shall provide reasonable assistance and cooperation to the Company for the purpose of effectively transferring such Know-How and enabling the Company to use such Know-How within the scope of the Novavax Licenses.
Technology Transfer Services. Integral shall provide Heatron with commercially reasonable technology transfer services related to the Technology ("TECHNOLOGY TRANSFER"), on a date and at a location mutually agreeable to the Parties, at Integral's standard hourly rates for the provision of technology transfer consulting services. If Heatron requests that all or part of the Technology Transfer take place at facilities other than Integral's place of business, Heatron shall reimburse Integral for its reasonable and actual meals, travel, and lodging expenses incurred as a result of providing such Technology Transfer. Integral may, but is not obligated to, provide Heatron with certain pre-existing or developed written materials as part of the Technology Transfer ("DOCUMENTATION"), provided that in no event shall any Documentation be deemed a "work made for hire" or any ownership rights in the Documentation be assigned to Heatron. By way of clarification, Integral's rights in the Technology under U.S. patent application numbers 10/883,915 and 11/313,915 are not licensed under this Agreement, except as otherwise covered under the Patents.
Technology Transfer Services. Accelr8 will provide a written description of the Product's production processes as soon as is practical after the signing of this Agreement, but not later as forty (40) days after the Effective Date. This disclosure is made solely for SCHOTT to estimate the cost and schedule required for process adoption and free of any fee or payment. Provided that Schott exercises the Non-Exclusive License option as specified in ss.8 Accelr8 shall provide Schott with all information necessary to produce and market Licensed Products, including descriptions or specifications of machines, components and materials used for the production and Accelr8 will provide training for XXXXXX'x production staff, which the Parties intend to include one (1) senior scientist of Accelr8 being on-site at a SCHOTT facility for one (1) week. The Technology Transfer Services shall be completed until November 30, 2005. The Technology Transfer Services must enable Schott to produce Licensed Products with the same quality as produced by Accelr8. The fee for these services will be fifteen thousand dollars ($15,000) US and is payable within thirty (30) days after completion of the Technology Transfer Services. This fee does not include reimbursement of reasonable direct expenses, such as travel, which SCHOTT agrees to provide.
Technology Transfer Services. [* * *], Novavax shall disclose and provide to CPLB the Novavax Know-How set forth on Schedule II. As reasonably requested by the CPLB, Novavax shall disclose and provide to the CPLB any improvements to the such Know-How made by Novavax during the term of this Agreement. To effectuate the transfer and implementation of such Novavax Know-How, Novavax shall provide the Development and Manufacturing Services set forth on Schedule III (the “Services”). As soon as practicable after the Effective Date, the Parties shall mutually develop and agree to a reasonable timetable pursuant to which the Services will be provided.
Technology Transfer Services. In consideration for the efforts and services to be rendered by Gensia Sicor regarding the transfer of manufacturing technology to Gensia Sicor as provided in Section 3.1 above, Sonus shall pay to Gensia Sicor the fees and expenses set forth on Exhibit D attached hereto. Payment terms shall be as provided in Section 6.4 below.
Technology Transfer Services. Technical Documentation Promptly following the Effective Date of this Agreement and in any event not later than the number of days after the Effective Date specified in the following schedule, Licensor will deliver to Licensee the following documentation describing the Subject Technology: Not later than sixty (60) days after the Effective Date:
Technology Transfer Services. (i) During the three (3) month period following the First Closing Date, Buyer shall have the right to utilize, and Seller shall make available without charge, the services of each Employee for up to thirty (30) Person Days, in the aggregate, to provide technology transfer transitional support services. Buyer shall provide written notice at least five business days prior to the first day of any period during which it desires to utilize such transitional support services. Such written notice shall include the names of the Employees who Buyer requests to utilize and the period during which such services are requested. Seller shall use its reasonable best efforts to make such Employees available to provide such technology transfer services to Buyer. If Seller is unable to make such Employees available to provide such technology transfer services to Buyer, Seller shall notify Buyer of such Employees’ unavailability at least three business days prior to first day of the period during which Buyer desired to utilize such technology transfer services and shall (i) suggest alternate Employees employed in similar positions by Seller and (ii) notify Buyer of when such originally requested Employees will be available. Buyer shall notify Seller at least two business days prior to the first day of any period during which Buyer desired to utilize such technology transfer services if such alternate Employees are unacceptable, in which case Buyer shall have the right to postpone the services requested until a later date without subtracting from its usable Person Days. Buyer shall pay all out-of-pocket travel, lodging and meal expenses incurred by each Employee in connection with the provision of such transitional support services. Prior to the initiation of any technology transfer services, Seller shall create necessary back-up files of all data relating to the Genomics Business to ensure that data is not lost during the provision of such technology transfer services.
(ii) During the three (3) month period following the First Closing Date, Buyer shall have the right to utilize, and Seller shall make available without charge, the facilities currently used by Seller to operate the Genomics Business to the extent necessary to utilize the technology transfer services to be provided by Seller pursuant to Section 9(b)(i) hereof.
(iii) During the three (3) month period following the First Closing Date, Seller shall (A) have a continuing obligation to provide and maintain a “hotlin...
Technology Transfer Services. 5.1 Titan shall provide, within the limits of available and reasonable manpower, services (the “Technology Transfer Services”) consisting of technical support to Medtronic in making Medtronic familiar with the Licensed Know-how. The Parties have agreed upon the type, scope and timeline of these Technology Transfer Services, and any amounts that Medtronic shall pay to Titan for such services, in Schedule C of this Agreement. The support provided by Titan solely refers to the orientation and familiarization by way of training and consulting, i.e., including the clarification of questions for understanding in connection with the Licensed Know-how, but for clarity does not comprise any research or development services for Medtronic.
Technology Transfer Services. During and within the sixty (60) day period following the Effective Date (the “Technology Transfer Review Period”), (i) Transmeta will provide Intel with supervised remote electronic access either (x) through a virtual private network at an Intel facility or (y) at Transmeta’s facility to those Transmeta engineering materials related to the Transmeta Technology (excluding third party materials), as those materials exist and are on-line as of Effective Date, for the purpose of enabling Intel to identify items, if any, that would facilitate Intel’s use of the Transmeta Technology delivered pursuant to Section 4.1 and that the Parties reasonably agree should have been included based on the description at Exhibit A (“Facilitating Items”); (ii) Transmeta will use commercially reasonable efforts to cooperate and assist Intel to obtain the Facilitating Items (“Technology Transfer Services”); and (iii) Transmeta will deliver the Facilitating Items electronically (e.g. by FTP download).
