Transfer of Information and Assistance Sample Clauses

Transfer of Information and Assistance. In accordance with the Transfer Plan set forth in Exhibit E, Takeda will (i) after consummation of the Qualified Financing, transfer any currently existing Product INDs and other regulatory authorizations for the Compound in the Territory, (ii) after consummation of the Qualified Financing, transfer any regulatory authorizations, if any, currently held by Takeda in Japan that Licensee and Takeda mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) are required by Licensee in order for Licensee to perform the Licensee Japan Development Activities, (iii) transfer to Licensee the existing technical and clinical Information for the Compound and Product identified on Exhibit E at no charge, and (iv) provide reasonable assistance from and access to Takeda employees with relevant knowledge related to the Compound and Product, including technical transfer of the manufacturing process and assays to Licensee or its Third Party manufacturer. Takeda shall provide Licensee, without charge, up to a total aggregate of [***] of assistance and access described in subsection (iv) above. Once such total aggregate [***] has been reached, Takeda shall not have any obligation to provide any additional assistance or access and accordingly any additional reasonable requests for support made by Licensee may be provided at Takeda’s sole discretion and, if provided by Takeda, [***]. Except as expressly provided under the Transfer Plan, Takeda shall not be obligated to provide a technical transfer of the current Manufacturing process for the Compound or Product to Licensee or its designated Third Party manufacturer. Notwithstanding anything to the contrary, the time limitations and hourly charges set forth in this Section 5.5, above, shall not apply with respect to the performance of any of Takeda’s obligations expressly set forth in this Agreement (other than the transfer, assistance and access described in this Section 5.5, above). In addition to any Information disclosed pursuant to Article 12, during the Term, (i) at either Party’s reasonable request, the other Party will cooperate with the requesting Party to transfer any technical and clinical data for the Compound and Product developed after the Effective Date, (ii) each Party will have the right to access and, in accordance with the terms of this Agreement, use such data, and, in accordance with Section 6.3, to reference the other Party’s Regulatory Materials, for use in connection with the ...
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Transfer of Information and Assistance. In accordance with the Transition Plan set forth in Exhibit F, Takeda will (i) transfer to Licensee the existing technical and clinical Information for the Compound and Product identified on Exhibit F at no charge, and (ii) provide reasonable assistance from and access to Takeda employees with relevant knowledge related to the Compound and Product. Takeda shall provide Licensee, without charge, up to a total aggregate of [***] of assistance and access described in subsection (ii) above. Once such total aggregate [***] has been reached, Takeda shall provide Licensee up to a total aggregate of an additional [***] of assistance and access described in subsection (ii) above, which assistance will be charged by Takeda to Licensee at an hourly rate of [***]. Once such total aggregate [***] has been reached, any additional reasonable requests for support made by Licensee may be provided at Takeda’s sole discretion and, if provided by Takeda, will be charged by Takeda to Licensee at an hourly rate of [***]. Notwithstanding any language to the contrary, Takeda shall not have any obligation to provide, in aggregate including the [***] of such assistance and access. Except as expressly provided under the Transition Plan, Takeda shall not be obligated to provide a technical transfer of the current Manufacturing process for the Compound or Product to Licensee or its designated Third Party Manufacturer. Notwithstanding anything to the contrary, the time limitations and hourly charges set forth in this Section 5.5, above, shall not apply with respect to the performance of any of Takeda’s obligations expressly set forth in this Agreement (other than the transfer, assistance and access described in this Section 5.5, above).
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Transfer of Information and Assistance. 3.1 Transfer of Technical Information. STELKAST will deliver to MAKO copies of all Licensed Technical Information promptly upon the request of MAKO at any time during the Effective Period, including without limitation relevant 510(K)s, technical files, know how, test data, product specifications, drawings, design history files, validations, clinical data, and risk analysis associated with current or prior unicondylar knee implant systems designed or manufactured by STELKAST, and electronic CAD files in a standard, commercially available format containing all manufacturing layouts and specifications for the most current version of the Implant (prostheses and instruments) as of the Effective Date.
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Related to Transfer of Information and Assistance

  • Information and Assistance 15.1.1 Subject to any obligation in respect of confidentiality, the DPA 2018 and Confidential Information, the Parties will use all reasonable endeavours to provide and share information and data reasonably required by the other: (a) to enable it to perform its obligations under this Agreement; and/or (b) (in the case of the Provider) which is reasonably necessary to enable the Department to perform its statutory obligations and other functions insofar as such provision forms part of the Services. 15.1.2 Neither Party will hinder, delay or prevent the other Party in the performance of the other Party's obligations under this Agreement.

  • Cooperation and Assistance (a) You agree to provide access at no cost or expense to Us.

  • EXCHANGE OF INFORMATION AND CONFIDENTIALITY ISO-NE and NYISO are authorized and agree to exchange and share such information as is required for the Coordination Committee to perform its duties and for the Parties to fulfill their obligations under this Agreement. Any Party that receives Confidential Information or Critical Energy Infrastructure Information (“CEII”) pursuant to this Article 6 (the “Receiving Party”) shall treat such information as confidential subject to the terms and conditions set forth in Section 6.5 of this Agreement.

  • CONFIDENTIALITY/SAFEGUARDING OF INFORMATION The CONTRACTOR shall not use or disclose any information concerning the AGENCY, or information that may be classified as confidential, for any purpose not directly connected with the administration of this contract, except with prior written consent of the AGENCY, or as may be required by law.

  • Confidentiality and Use of Information a) Contractor shall hold in trust for the District, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the District’s research, development, trade secrets and business affairs; but does not include information which is generally known or easily ascertainable by nonparties through available public documentation. b) Contractor shall advise the District of any and all materials used, or recommended for use by Contractor to achieve the project goals, that are subject to any copyright restrictions or requirements. In the event Contractor shall fail to so advise the District and as a result of the use of any programs or materials developed by Contractor under this Contract the District should be found in violation of any copyright restrictions or requirements, or the District should be alleged to be in violation of any copyright restrictions or requirements, Contractor agrees to indemnify, defend and hold harmless, District against any action or claim brought by the copyright holder. c) Notwithstanding the above requirements, to the extent any records or documents associated with the Contractor’s services and/or the project are or become public records, they shall be subject to disclosure pursuant to the Public Records Act and applicable California law.

  • Confidentiality of Information 8.1. By accessing this EHSAN AUCTIONEERS SDN. BHD. website, the E-Bidders acknowledge and agree that EHSAN AUCTIONEERS SDN. BHD. website may collect, retain, or disclose the E-Bidder’s information or any information by the e-bidders for the effectiveness of services, and the collected, retained or disclosed information shall comply with Personal Data Protection Act 2010 and any regulations, laws or rules applicable from time to time. 8.2. E-Bidders agree to accept all associated risks when using the service in the EHSAN AUCTIONEERS SDN. BHD. website shall not make any claim for any unauthorized access or any consequential loss or damages suffered. 8.3. E-Bidders shall be responsible for the confidentiality and use of password and not to reveal the password to anyone at any time and under any circumstances, whether intentionally or unintentionally. 8.4. E-Bidders agree to comply with all the security measures related to safety of the password or generally in respect of the use of the service. 8.5. E-Bidders accept the responsibility that in any event that the password is in the possession of any other person whether intentionally or unintentionally, the E-Bidders shall take precautionary steps for the disclosure, discovery, or the Bidders shall immediately notify EHSAN AUCTIONEERS SDN. BHD.

  • Electronic Transfer of Information Grantee will establish and maintain adequate internal controls, security, and oversight for the approval and electronic transfer of information regarding payments and reporting requirements. Grantee certifies that the electronic payment requests and reports transmitted will contain true, accurate, and complete information.

  • Cooperation and Exchange of Information The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

  • Exchange of Information Confidentiality Article VII Further Assurances and Additional Covenants; Article VIII Termination; and Article X Miscellaneous, other than Section 10.3

  • Termination of Information and Observer Rights The covenants set forth in Subsection 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

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