Transfer of Know-How. For the avoidance of doubt, unless specifically stated otherwise, nothing under this Agreement shall obligate Licensor to provide or otherwise make available to Licensee any copies or embodiments of any Know-How or make or provide or otherwise make available to Licensee any updates to any Know-How (even if Licensor or its Affiliates updates same for their own use).
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.
Transfer of Know-How. Promptly after the Effective Date, QMT shall disclose the Know-how to DERMA solely for purposes of DERMA’s research, development and manufacture of Products during the Term. DERMA agrees that such Know-how is QMT’s Confidential Information and shall treat such Confidential Information in accordance with Section 10 hereof.
Transfer of Know-How. (a) To facilitate PII’s accomplishment of the responsibilities set forth in this Article IV, RBX shall supply PII with copies of all documents pertinent to the Development of the Compound which are in the possession of RBX or its Affiliates as of the Effective Date including but not limited to those documents listed in Schedule 4.05. RBX shall use reasonable commercial efforts to provide such documents to PII within forty-five (45) days of the Option Exercise Date. RBX will provide PII with all relevant information available and known to RBX concerning the safety, handling, use, disposal and environmental effects of Compound or as may be useful to PII to conduct the Development Plan, including but not limited to any communications with regulatory agencies. The Parties acknowledge and agree that all such Compound-related information, including, without limitation, the Manufacturing Know-How, shall be subject to the confidentiality obligations of Article IX hereof.
(b) Within ten (10) days of the Option Exercise Date, RBX shall make available for shipping, [*] totaling approximately [*] and [*] that are in RBX’s possession as of the Effective Date (“RBX [*]”). PII shall pay to RBX the amount of [*] dollars ($[*]), within thirty (30) days of an invoice for the same. PII acknowledges and agrees that RBX is providing the RBX [*] on an “as is” basis, free of any representation or warranty, including, without limitation, the warranties of merchantability or fitness for any particular purpose. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
Transfer of Know-How. Promptly after the Effective Date or within thirty days upon being conceived, made, reduced to practice, or acquired by the Corporation, the Corporation shall deliver the Know-How to the Acquiror in such form and media as the Acquiror may reasonably request. For the avoidance of doubt, all Know-How delivered to the Acquiror hereunder is the Corporation’s Confidential Information and subject to the confidentiality and non-disclosure obligations under Section 8, and the Acquiror’s use of any documentation, materials, or other information concerning the Know-How provided under this Section 2.5 is subject to the terms and conditions of this Agreement, including the scope of the rights granted to the Acquiror under Article 2. Upon the Acquiror’s reasonable request, the Corporation shall make available one or more of its technical personnel to provide the Acquiror with reasonable technical assistance concerning the Know-How with reasonable compensation to the Acquiror for the technical personnel’s time and reasonable travel expenses.
Transfer of Know-How. Immediately after the Effective Date, but not later than sixty (60) days after the Effective Date, Roche shall transfer (originals or copies) to VIA all of the Roche Know-How listed in Appendix B (the “Transfer Know-How”). If Roche identifies any Roche Know-How in the future that should have been included in the Transfer Know-How, then Roche shall provide such Roche Know-How to VIA in a timely manner. Roche agrees to provide to VIA upon VIA’s reasonable request and at VIA’s sole expense copies of the prosecution files and histories of the Roche Patent Rights that are not publicly available. At VIA’s request, Roche shall participate in up to two (2) telephone conferences designed to answer questions related to the Roche Know-How, provided that Roche shall not be obligated to provide more that one (1) person day of effort related to these telephone conferences.
Transfer of Know-How. Within thirty (30) days of the Effective Date, Inhibrx will deliver or cause to be delivered to Licensee the items listed on Exhibit C. Inhibrx hereby represents and warrants as of the Effective Date that the list of items on Exhibit C sets forth all Licensed Know-How and is accurate and complete in all material respects.
Transfer of Know-How. Vendor shall provide to BTE a right to use license to know-how regarding Products for uses consistent with the terms of this Agreement, and in connection therewith Vendor shall provide information to BTE-identified employees so that they can become self-reliant with respect to the day-to-day operation and support and maintenance of the Products for object code execution. Vendor’s license of know-how shall include information and/or programs, tools and other materials regarding or relating to the items identified in Exhibit 2.8, Transfer of Know-How. As requested by BTE as part of the training provided in Section 5.4 or otherwise as part of the quarterly Product Assessment Meetings referenced in Section 2.9, Vendor shall provide to BTE any and all updated, changed or revised policies, practices, procedures, processes and/or techniques with respect to any know-how licensed hereunder.
Transfer of Know-How. Each Party shall deliver to the other all Know-How Controlled by it or its Affiliates and requested by the other Party from time to time, pursuant to the exercise by such other Party of any of the licenses granted hereunder. The Know-How shall be delivered in a form that reasonably facilitates the use of such Know-How and shall also include copies of all MITSUBISHI Patents in the VERTEX Territory or all VERTEX Patents in the Territory, as applicable, and all other manifestations of the intellectual property licensed hereunder embodied in the Bulk Drug Substance, Compounds or Drug Products, whether in human or machine readable form.
Transfer of Know-How. COH shall, promptly following the Effective Date, use reasonable efforts to provide Licensee with, and transfer to Licensee, copies of all Know-How as such exist as of the Effective Date. In the event that Licensee reasonably determines that COH has failed to provide any such copies, Licensee shall describe with specificity what has not been provided and COH shall use reasonable efforts to provide requested copies.
