Transfer of Licensed Know-How. 2.7.1 During the […***…] period following the Grant Date for a particular Licensed Indication, at Licensee’s sole expense, to the extent not previously disclosed to Licensee, (a) Licensor will deliver to Licensee copies of Licensed Know-How generally described in Exhibit B in the form that such Licensed Know-How then exists; (b) Licensor will use commercially reasonable efforts to deliver, in the form that such Licensed Know-How then exists, such additional Licensed Know-How not listed on Exhibit B that relates to such Licensed Indication that is reasonably requested in writing by Licensee; and (c) Licensor will otherwise disclose, through not more than two meetings with Licensee personnel, other Licensed Know-How with respect to such Licensed Indication, which meetings will be at such times and in such places as are agreed to by the Parties.
2.7.2 Notwithstanding the foregoing, with respect to any Licensed Know-How not in Licensor’s possession, Licensor’s obligation will be limited to using reasonable efforts to cause such copies to be delivered to Licensee. Licensee acknowledges and agrees that all Licensed Know-How disclosed pursuant to this Section 2.7 will be deemed “Confidential Information” of Licensor, regardless of whether such information is marked or identified as confidential and without an obligation to summarize oral information.
Transfer of Licensed Know-How. Upon the reasonable request of Licensee and at no cost to Licensee, Licensor shall promptly provide Licensee with such tangible embodiments of the Licensed Know-How as are in Licensor’s possession or control so as to permit Licensee to enjoy the licenses granted to it pursuant to Sections 2.1(a) and 2.1 (b).
Transfer of Licensed Know-How. Subject to the timing and obligations of the Parties with respect to the transfer of documents and information contemplated by Article 5 (including with respect to the CSR, the Safety Database Transfer, the Clinical Database, the Existing INDs, the transfer of Third Party agreements, and as provided in the Transition Plan, the Pharmacovigilance Agreement or the Quality Assurance Agreement), Novartis shall transfer to Pharming or its designee, on the timetable set forth on Exhibit B-1, a copy (in electronic format if available in electronic format, or hard copy if not available in electronic format) of the documentation and other Know-How listed on Exhibit B-2 (the “Manufacturing Technology”) and Exhibit B-3, in each case, to the extent such documentation or other Know-How is in the possession and Control of Novartis or its Affiliates as of the Effective Date after the use of Commercially Reasonable Efforts to investigate the records of Novartis and its Affiliates (it being understood that Novartis will have the right to exclude or redact any information relating to compounds or programs that are not within the scope of the license granted under Section 2.1). To the extent reasonably requested by Pharming and mutually agreed by the Transition Committee, Novartis will provide to Pharming, at Pharming’s cost, copies (in electronic format if available in electronic format, or hard copy if not available in electronic format) of such other documents embodying Licensed Know-How in the possession and Control of Novartis or its Affiliates that are reasonably necessary for the Development or Commercialization of the Licensed Compound or Licensed Product; provided, that any request for the transfer of local or country-level data must be submitted not later than three (3) months after the Effective Date. The Parties acknowledge that the transfer by Novartis of such Licensed Know-How will consist of the transfer of data residing in Novartis’ databases, and will not include the transfer of any database architecture. All documentation within the Licensed Know-How will be provided in the language such documentation was generated and will not be translated. Notwithstanding anything else in this Agreement to the contrary, the Parties acknowledge that Novartis shall have no obligation to transfer clinical samples or take any action inconsistent with or that would require any amendment or modification to a Site Agreement or a clinical study subject’s informed consent; provide...
Transfer of Licensed Know-How. Upon BioCardia’s request, Biomet shall deliver (and shall cause its personnel to deliver) to BioCardia, all Licensed Know-How that is necessary or useful for BioCardia to prepare and submit XXXx for the Product in accordance with Section 4.1 and to otherwise exercise its rights and fulfill its obligations under this Agreement. Biomet shall provide BioCardia with reasonable access, at agreed times during ordinary business hours, to Biomet personnel knowledgeable of the research giving rise to the Licensed Patents or Licensed Know-How to enable BioCardia to use or practice the Licensed Patents and Licensed Know-How.
Transfer of Licensed Know-How. Promptly after the Effective Date, Concert shall provide Jazz with complete and accurate copies of all material Licensed Know-How in existence as of the Effective Date. Upon Jazz’s reasonable request [**] and [**], and [**], Concert shall promptly provide Jazz with complete and accurate copies of all material Licensed Know-How and all Development Data generated since the last such transfer under this Section 4.6; [**] and [**].
Transfer of Licensed Know-How. [***], Lyra will disclose and make available to Lian the Licensed Know-How that exists as of the Effective Date. Lyra may make such Licensed Know-How available in such reasonable form as Lyra determines and is reasonably acceptable to Lian, including in the form such Licensed Know-How is maintained by Lyra. In addition, Lyra will provide periodic updates throughout the Term to Lian of any Know-How that Lyra or its Affiliates comes to Control that constitutes Licensed Know-How, and Lyra will (a) make available to Lian all such Licensed Know-How not previously provided to Lian hereunder, and (b) for a period of [***] after the initial Licensed Know-How transfer, provide Lian with reasonable assistance to facilitate the successful transfer of such Licensed Know-How; provided that [***].
Transfer of Licensed Know-How. During the **** following the Effective Date, at Licensee’s sole expense, **** Licensor will deliver to Licensee copies of Licensed Know-How in the form that such Licensed Know-How then exists, including ****.
Transfer of Licensed Know-How. Surface will use reasonable efforts to disclose and make available to GSK the Licensed Know-How that exists as of the Effective Date pursuant to and within the timeframes set forth in the Transition Plan. Following the Transition Period, Surface will use reasonable efforts to disclose and make available to GSK any additional Licensed Know-How of which Surface or GSK become aware, and respond to any requests by GSK for additional Licensed Know-How Controlled by Surface relating to the Development and Manufacture of the Licensed Antibodies and Licensed Products. Surface will be permitted to make such Licensed Know-How available in such form as Surface will determine, including, if Surface so elects, in the form such Licensed Know-How is maintained by Surface. GSK will bear all Third Party expenses in connection with the transfer of Licensed Know-How after the Transition Period.
Transfer of Licensed Know-How. Promptly after the Effective Date, pursuant to a transfer plan agreed to by the Parties through the JDC, Allarity shall provide Oncoheroes with complete and accurate copies of all Licensed Know-How in writing and existence as of the Effective Date reasonably necessary to Develop, Manufacture, or Commercialize the Products in the Licensed Field in the Territory. For a period of up to one (1) year after the Effective Date, Allarity shall (i) provide Oncoheroes with complete and accurate copies in writing of all Licensed Know-How generated since the last such transfer under this Section 2.4, copies of which shall be provided in writing; and (ii) use commercially reasonable efforts to provide reasonable consultation, and assistance for the purpose of transferring to Oncoheroes all such Licensed Know-How to the extent reasonably necessary or reasonably useful for Oncoheroes to Develop, Manufacture, or Commercialize Product in the Licensed Field in the Territory, and Oncoheroes shall be responsible for any and all Third Party costs or costs incurred by Allarity related to such consultation and assistance.
Transfer of Licensed Know-How. Within [***] Business Days after the Effective Date, MorphoSys shall provide COMPANY with electronic copies of the information contained in the Data Room regarding relevant MorphoSys Know-How and Xencor Know-How (the “Initial Know-How Transfer”). Thereafter, during the Term, to the extent there exists Xencor Know-How or MorphoSys Know-How that was not included in the Initial Know-How Transfer, and that is necessary or useful for COMPANY to conduct the Development, Manufacture and Commercialization activities under this Agreement, MorphoSys shall make available to COMPANY within reasonable time such additional Xencor Know-How or MorphoSys Know-How, including the MorphoSys Know-How and Xencor Know-How as set forth in EXHIBIT 4A and EXHIBIT 4B, as COMPANY shall reasonably request in writing.
