Transfer of Compound Supply Sample Clauses

Transfer of Compound Supply. Subject to payment to Lilly of the amount described in Exhibit G, Lilly hereby assigns, transfers, and conveys to Company, effective as of the Effective Date, all of Lilly’s right, title, and interest in and to the approximate quantities of Compound in bulk or finished form, Compound intermediates, or other materials described in Exhibit G (“Compound Supply”), and within thirty (30) days of the Effective Date, or on such other schedule as is reasonably acceptable to each of the Parties, Lilly will make available to Company the Compound Supply. All Compound Supply is being transferred “AS IS” without any representation or warranty of any kind or nature, express or implied, either in fact or by operation of law, statute, or otherwise, including without limitation any warranty that the Compound Supply is suitable for human testing, is merchantable or fit for a particular purpose. Company shall be responsible for performing or having performed all quality control, quality assurance, and analytical assays (including developmental, release, related substances, stability, toxicology dosage form and end of study assays). In addition, Company shall comply with any restriction on use of Compound Supply set forth on Exhibit X. Xxxxx may retain quantities of Compound for any use not prohibited by this Agreement. Except for the payments described in and required by Exhibit G, Company shall not make any additional payment or be required to make any other payment to Lilly or otherwise provide any consideration to Lilly in connection with the performance by Lilly of its obligations under this Section 5.1. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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Transfer of Compound Supply. Lilly hereby assigns, transfers, and conveys to CoLucid, effective as of the Closing Date, all of Lilly’s right, title, and interest in and to the Lilly supply of Compound and Compound intermediates, described in Exhibit B (“Compound Supply”), and within ninety (90) business days of the Closing Date, or on such other delivery schedule reasonably acceptable to each of the Parties, Lilly will transfer to CoLucid Compound Supply as well as all existing documentation, methods and standards related to the Compound Supply. All Compound Supply is being transferred “AS IS” without any warranty that the Compound Supply is suitable for human testing. Once possession of the Compound Supply is transferred to CoLucid, CoLucid shall be responsible for performing, or having a Third Person perform, all quality control, quality assurance, and analytical assays (including developmental, release, related substances, stability, toxicology dosage form and end of study assays). In addition, CoLucid shall comply with any restriction on use of Compound Supply set forth on Exhibit B.
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Transfer of Compound Supply. As of the Effective Date, Lilly hereby assigns, transfers, and conveys all of Lilly’s right, title, and interest in and to the Lilly supply of Compound, including intermediates, as described in Exhibit C (“Compound Supply”), and promptly as practicable, and in any event within sixty (60) days, after the Effective Date, will transfer Compound Supply as well as all existing documentation, methods and standards related to the Compound Supply except that such documentation, methods and standards shall be provided in accordance with Section 4.2(a). Once possession of the Compound Supply is transferred to Neurogenetics, Neurogenetics shall be responsible for performing, or having a Third Person perform, all quality control, quality assurance, and analytical assays (including developmental, release, related substances, stability, toxicology dosage form and end of study assays). Neurogenetics shall not use Compound Supply in human clinical trials. Neurogenetics acknowledges that Lilly will not be able to supply any additional quantities of Compound other than that set forth on Exhibit C. Neurogenetics acknowledges that this material was made many years ago under then-current GMP conditions and that Lilly makes no representations or warranties that it meets current GMP conditions. Neurogenetics acknowledges that Lilly will retain a small amount of this material.
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Related to Transfer of Compound Supply

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Transfer of Materials In the event Acceleron exercises its rights pursuant to Section 10.5.1, Celgene shall negotiate in good faith with Acceleron regarding Celgene transferring to Acceleron, at Acceleron’s cost, materials developed under this Agreement in the course of Developing and Commercializing Licensed Compounds or Licensed Products that are directly related to Licensed Compounds or Licensed Products to the extent provided in and in accordance with such agreement.

  • Manufacturing Rights Manufacturing Rights will be governed by Attachment 6.

  • Know-How Transfer As and when required in relation to a COVID R&D Plan (and from time to time during the Term if new Know-How within the CureVac Know-How comes to be Controlled by CureVac) or as soon as reasonably practicable upon GSK’s request, CureVac shall disclose and/or deliver to GSK copies of all Development Data and the CureVac Know-How that is reasonably required for GSK’s Development activities in accordance with the COVID R&D Plan (including for regulatory purposes) (“Development Transfer Materials”), with the exception, however, of all Know-How comprised in the CureVac Manufacturing Technology which shall be made available to GSK or its designee as set forth in Section 5.2.1. The technology transfer to be undertaken under this Section 4.7 shall be overseen by the Joint Steering Committee. Any transfer of Know-How pursuant to this Section 4.7 shall be carried out on the basis of a specific technology transfer plan determined in good faith by the Parties and reflected in a technology transfer addendum to this Agreement, detailing at least the following activities together with appropriate timelines: (i) the provision by CureVac of soft copies and, to the extent reasonably required by GSK, hard copies of all Development Transfer Materials; (ii) the procurement by CureVac of the services of such qualified and experienced scientists and technicians, production and quality assurance personnel, engineers, and quality checking personnel as may be reasonably necessary to support the transfer of the Development Transfer Materials. Until completion of the transfer of the Development Transfer Materials, CureVac shall build and maintain a secure, readable, accessible and complete repository of the Development Transfer Materials. ​

  • Research Collaboration (a) GSK hereby grants to Anacor a non-exclusive, non-royalty bearing license under the GSK IP, solely as and to the extent necessary or important to conduct activities for which Anacor is responsible under the Research Plans during the Research Collaboration Term.

  • Development Plan As defined in Section 3.2(a).

  • Transfer of Know-How To facilitate Licensee’s accomplishment of the responsibilities set forth in Section 4.01 above, within thirty (30) days of the Effective Date of this Agreement GenuPro shall in good faith supply Licensee with copies of the GenuPro Know-How, Lilly Know-How and Lilly Manufacturing Know-How pertinent to the development of the GenuPro Compound in the Field that GenuPro is able to provide using commercially reasonable efforts and which is in the possession of GenuPro on the Effective Date, and shall transfer to Licensee the legal title to any IND on the GenuPro Compound presently on file in GenuPro’s name with the FDA and any comparable filings in other countries of the Territory. GenuPro shall also facilitate transfer of GenuPro Compound manufacturing-related information (including any associated quality and analytical information) to Licensee from those Third Parties from which GenuPro or PPD has received quotations for manufacturing GenuPro Compound that GenuPro is not under any obligation to keep confidential from a third party. GenuPro will provide Licensee with all relevant information available and known to GenuPro or PPD concerning the safety, handling, use, disposal and environmental effects of the GenuPro Compound or as may be useful to Licensee to conduct the Project, including but not limited to any communications with regulatory agencies. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

  • Research Plan The Parties recognize that the Research Plan describes the collaborative research and development activities they will undertake and that interim research goals set forth in the Research Plan are good faith guidelines. Should events occur that require modification of these goals, then by mutual agreement the Parties can modify them through an amendment, according to Paragraph 13.6.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

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