Transfer of Information and Assistance Sample Clauses

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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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. 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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Related to Transfer of Information and Assistance

  • Cooperation and Assistance (i) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall execute and deliver such powers of attorney and make available such other documents as are reasonably necessary to carry out the intent of this Section 6.14.

  • Sharing of Information and Access In the event that any Junior Priority Agent shall, in the exercise of its rights under the applicable Junior Priority Collateral Documents or otherwise, receive possession or control of any books and records of any Credit Party that contain information identifying or pertaining to the Collateral, such Junior Priority Agent shall, upon request from any other Agent, and as promptly as practicable thereafter, either make available to such Agent such books and records for inspection and duplication or provide to such Agent copies thereof. In the event that any Senior Priority Agent shall, in the exercise of its rights under the applicable Senior Priority Collateral Documents or otherwise, receive possession or control of any books and records of any Senior Priority Credit Party that contain information identifying or pertaining to the Collateral, such Agent shall, upon request from any other Senior Priority Agent, and as promptly as practicable thereafter, either make available to such Agent such books and records for inspection and duplication or provide to such Agent copies thereof.

  • Confidentiality of Information Each party agrees that it will treat confidentially all information provided by the other party regarding such other party's business and operations, including without limitation the investment activities or holdings of a Fund. All confidential information provided by a party hereto shall not be disclosed to any unaffiliated third party without the prior consent of the providing party. The foregoing shall not apply to any information that is public when provided or thereafter becomes public or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, by any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

  • Cooperation and Exchange of Information Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other Party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other Party with reasonable written notice and offer the other Party the opportunity to take custody of such materials.

  • Confidentiality of Information and Nondisclosure The Employee acknowledges and agrees that his/her employment by the Company necessarily involves his/her knowledge of and access to confidential and proprietary information pertaining to the business of the Company and its subsidiaries. Accordingly, the Employee agrees that at all times during the term of this Agreement and for as long as the information remains confidential after the termination of the Employee’s employment, he/she will not, directly or indirectly, without the express written authority of the Company, unless directed by applicable legal authority having jurisdiction over the Employee, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of himself/herself, any person, corporation or other entity other than the Company and its subsidiaries, (i) any information concerning any financial matters, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company and its subsidiaries, (ii) any management, operational, trade, technical or other secrets or any other proprietary information or other data of the Company or its subsidiaries, or (iii) any other information related to the Company or its subsidiaries which has not been published and is not generally known outside of the Company. The Employee acknowledges that all of the foregoing, constitutes confidential and proprietary information, which is the exclusive property of the Company.

  • 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.

  • Sharing of Information Seller shall allow Buyer to exchange information related to Seller and the Transactions hereunder with third party lenders and Seller shall permit each third party lender to share such information with Buyer.

  • Confidential Nature of Information The following paragraph is subject to any disclosure requirements under the Bankruptcy Code or imposed by the Bankruptcy Court: Buyer on the one hand and Sellers on the other hand, each agree that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, at the request of the disclosing party, will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith and all transcripts, notes and summaries thereof. Such non-public documents, materials and information shall not be communicated to any third Person (other than to Buyer’s and Sellers’ counsel, accountants or financial advisors, in each case subject to the recipient’s agreement to keep the same confidential). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing, Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Purchased Assets and the Business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the disclosing party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents or (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed. Notwithstanding clause (iii) of the preceding sentence, in the event that any party is required to disclose any confidential information by applicable law, judicial process or rule of any national securities exchange, it is agreed that the party subject to such requirement will provide the other party with prompt notice of such requirement and such party may seek an appropriate protective order if it so desires.

  • Dissemination of Information The Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a "Transferee") and any prospective Transferee any and all information in such Lender's possession concerning the creditworthiness of the Borrower and its Subsidiaries, including without limitation any information contained in any Reports; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.

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