Completion of Technology Transfer Clause Samples

The Completion of Technology Transfer clause defines the point at which all necessary knowledge, materials, and documentation related to a specific technology have been successfully transferred from one party to another. In practice, this clause typically outlines the criteria for completion, such as delivery of technical documents, training sessions, or successful demonstration of the technology's use by the receiving party. Its core function is to establish a clear milestone for when the transfer obligations are fulfilled, thereby reducing ambiguity and potential disputes over whether the technology transfer process is complete.
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Completion of Technology Transfer. The Initial Technology Transfer Inventory to be transferred in accordance with the Technology Transfer Plan shall be deemed to have been accepted by GSK [***] (the “Initial Technology Transfer Inventory Acceptance Criteria”). In the event that any item in the Initial Technology Transfer Inventory fails to meet the Initial Technology Transfer Inventory Acceptance Criteria, GSK shall notify Codexis in writing [***]. In the event that any item of the Initial Technology Transfer Inventory fails to meet the Initial Technology Transfer Inventory Acceptance Criteria and GSK so notifies Codexis of such, Codexis shall promptly provide replacements for any item of the Initial Technology Transfer Inventory which shall meet the Initial Technology Transfer Inventory Acceptance Criteria. The Technology Transfer will have been completed when each item of the Initial Technology Transfer Inventory and each step in the Technology Transfer Plan has been successfully completed[***].
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Completion of Technology Transfer. Subject to Section 6, Abbott will use Commercially Reasonable Efforts to transfer knowledge of its present technology as identified on Schedule 2 for the manufacture and validation of Product, including ▇▇▇▇▇▇'▇ active pharmaceutical ingredient process ("API Process") and the controlled release formulation ("CR Formulation") data, to CTI (or a CTI designee) to allow CTI to further develop and manufacture Product. CTI will reimburse Abbott for its actual costs and expenses in this technology transfer.
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Completion of Technology Transfer. The Technology Transfer will be deemed complete upon the Completion of Wave 1, the Completion of Wave 2 and the Completion of Wave 3. If Completion of Wave 1, Completion of Wave 2 and the Completion of Wave 3 are not achieved on or before twenty (20) months from the Wave 1 Commencement where such non-achievement is proximately caused by decision(s), action(s) or inaction(s) of Novartis, its Affiliates and/or Third Parties controlled by Novartis and/or its Affiliates, the applicable milestone payment(s) set forth in Section 7.2 shall be paid to Codexis in the manner set forth in Section 7.2. In the event either Party reasonably disputes whether or not the Completion of Wave 1 and/or Completion of Wave 2 and/or the Completion of Wave 3 have occurred, the Parties will submit such dispute for resolution in accordance with Article 13.
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Completion of Technology Transfer. The Technology Transfer will be deemed complete upon the Completion of Wave 1 and the Completion of Wave 2. If the Completion of Wave 1 does not occur within [***] from the Effective Date and/or the Completion of Wave 2 does not occur by the TT Term Expiration Date, and the delay in the Completion of Wave 1 and/or the Completion of Wave 2 is proximately caused by decision(s), action(s) or inaction(s) of Merck, its Affiliates and/or Third Parties controlled by Merck and/or its Affiliates, then the TT Term Expiration Date shall be extended by the period of time equal to the delay in the Completion of Wave 1 and/or the Completion of Wave 2 which is proximately caused by such decision(s), action(s) and/or inaction(s) of Merck, its Affiliates and/or Third Parties controlled by Merck or its Affiliates, provided, however, in no event will the TT Term Expiration Date be extended pursuant to this Section 2.2.7 beyond [***] from the Effective Date where any such extension is proximately caused by decision(s), action(s) or inaction(s) of Merck, its Affiliates and/or Third Parties controlled by Merck and/or its Affiliates. If Completion of Wave 1 and/or the Completion of Wave 2 are not achieved on or before [***] from the Effective Date where such non-achievement is proximately caused by decision(s), action(s) or inaction(s) of Merck, its [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. - 15 – Execution Version Affiliates and/or Third Parties controlled by Merck and/or its Affiliates, the applicable milestone payment(s) set forth in Section 7.3 shall be paid to Codexis in the manner set forth in Section 7.3. In the event either Party reasonably disputes whether or not the Completion of Wave 1 and/or the Completion of Wave 2 have occurred, the Parties will submit such dispute for resolution in accordance with Article 13.
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Completion of Technology Transfer. The “Completion of Technology Transfer” means that: (a) Licensee has received and accepted all of the Technology Equipment, Identified Technology Know-How and Technology Materials and (b) Ocera has granted the Consultancy Rights and delivered written notice (via one of the means specified in Section 13.1) of such grant to Licensee’s Program Manager. As used in the definition of Completion of Technology Transfer, “accepted” means that (i) the Technology Equipment was delivered in working order; (ii) the Identified Technology Know-How was delivered in a readable condition; and (iii) the Technology Materials were delivered in a usable condition, in each case, in all material respects. Ocera acknowledges that the Technology Know-How may include items that are related to the items in the Identified Technology Know-How and agrees to deliver any such related items in a readable condition to Licensee as soon as practicable.
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Completion of Technology Transfer. The “Completion of Technology Transfer” means that: (a) Licensee has [*] and (b) Ocera has granted the [*] As used in the definition of Completion of Technology Transfer, “accepted” means that (i) the Technology Equipment [*] (ii) the Identified Technology Know-How was [*] and (iii) the Technology Materials [*] Ocera acknowledges that the Technology Know-How may include items that are related to the items in the Identified Technology Know-How and [*] to Licensee as soon as practicable.
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Completion of Technology Transfer. Following Celanese's full, complete and satisfactory compliance with Sections 3.1, 3.2, 3.3, 3.4 and 3.5 of this Agreement, and upon Celanese's written request, PCYC shall provide to Celanese a letter stating that Celanese has completed the transfer of the Manufacturing Technology.
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Completion of Technology Transfer. (a) Under the terms of the prior Tech Transfer Agreement, the Parties have been engaged in a program of transferring specific technology and materials relating to the manufacture of Bulk Product Components, to enable the commencement of manufacturing scale-up and validation by Lonza promptly after the entry into this Agreement. The Parties shall use [***] to complete the transfer to Lonza of [***] Altus Manufacturing Technology and Materials, as determined by Altus and Lonza, all in accordance with Technology Transfer Plan and as soon as possible after the Effective Date. Lonza shall keep Altus regularly and fully informed of Lonza's progress in completing the technology transfer and the other related activities as specified in Section 2.3 through 2.6 below, including permitting appropriate Altus employees or representatives to visit and inspect the Lonza Facilities and as needed the Lonza Development Site in connection with conducting such work. Except as otherwise provided in Section 3(ii) of the Amendment No. 1 of the Letter of Intent, each Party shall bear its own costs in effecting and completing such technology transfer. Lonza acknowledges that Altus has already paid to Lonza a total of CHF [***] compensation for Lonza's efforts in effecting the technology transfer and implementation and in conducting the process limits evaluation under Section 2.5. (b) Under the Tech Transfer Agreement, the Parties established a Joint Project Team (the "JPT") to oversee and implement the technology transfer between the Parties in accordance with the Technology Transfer Plan. The JPT shall continue in existence, comprised of such number of members of each Party as shall be mutually agreed by the Parties, until the completion of the activities contemplated by the Technology Transfer Plan. The JPT shall have the authority to resolve technical issues that may arise in connection with such technology transfer activities, and shall have the right to amend or modify as appropriate the Technology Transfer Plan, but otherwise the JPT shall not have any authority or ability to modify, amend or waive any of the terms and conditions of this Agreement. All decisions, if any, by the JPT shall be made by consensus, with each Party having collectively one vote on the JPT.
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Related to Completion of Technology Transfer

  • Technology Transfer Subject to the terms of the Development Supply Agreement, as soon as reasonably practicable, but in no event later than the fifth (5th) anniversary of the Effective Date, Alnylam shall initiate a technology transfer to MedCo, or to its Third Party manufacturer(s) of Licensed Product, selected by MedCo and reasonably acceptable to Alnylam, of Alnylam Know-How that is reasonably necessary or useful for the Manufacture of the Licensed Product, and shall make available its personnel on a reasonable basis to consult with MedCo or such Third Party manufacturer(s) with respect thereto, all at MedCo’s expense, including the Costs reasonably incurred by Alnylam in connection with such technology transfer activities. MedCo shall reimburse Alnylam such Costs incurred with respect to such Manufacturing technology transfer within [***] days after receipt of an invoice therefor. Alnylam and its Affiliates shall keep complete and accurate records in sufficient detail to enable the payments payable hereunder to be determined. Alnylam shall not be required to perform technology transfer to more than one Third Party manufacturer for each stage of the Licensed Product supply chain (i.e., Bulk Drug Substance, Bulk Drug Product and Finished Product). Promptly after MedCo’s written request, Alnylam shall use Commercially Reasonable Efforts to assign to MedCo any manufacturing agreement between Alnylam and a Third Party that is solely related to the manufacture of Licensed Products. Such assignment shall be subject to the terms and conditions of such agreement, including any required consents of such Third Party and MedCo’s written agreement to assume all the obligations of Alnylam under such agreement to be undertaken after such assignment, but Alnylam shall remain solely responsible for its obligations under such agreement arising prior to such assignment. Except as provided in the immediately preceding sentence, MedCo shall be solely responsible for contracting with such Third Party manufacturer (and any other Third Party manufacture to whom Alnylam has initiated technology transfer as set forth in this Section 5.3) for the supply of such Licensed Product and Alnylam shall have no obligations under such agreement between MedCo and such Third Party manufacturer. Alnylam shall use Commercially Reasonable Efforts to obtain any such consent in a form reasonably acceptable to MedCo.

  • Manufacturing Technology Transfer Except as provided in Section 4.3(f)(iii)(1) and Section 6.10, with respect to any Collaboration Product (or LGC Reserved Product, if applicable) for which LGC (or its Affiliate) performed CMC Development or CMC Manufacturing, if (a) Cue does not elect for LGC to perform CMC Step 2, CMC Step 3, or CMC Step 4 (or with respect to LGC Reserved Products, upon completion of CMC Step 1), or (b) upon failure of the Parties to reach agreement with respect to a Clinical Supply Agreement or a Commercial Supply Agreement or (c) [***] under this Agreement and does not cure such breach within [***] days (provided, that if such breach is not reasonably capable of cure within such [***] day period, then such cure period shall be automatically extended for an additional [***] day period as long as LGC continues to use diligent efforts to cure such breach in accordance with a reasonable cure plan and if such breach is not reasonably capable of cure within such combined [***] day period, then Cue shall reasonably consider consenting to any extension of such cure period as long as LGC continues to use diligent efforts to cure such breach in accordance with a reasonable cure plan), as applicable, then, in each case upon the written request of Cue, LGC shall use Commercially Reasonable Efforts to make a technology transfer to an Approved CMO the Manufacturing processes (including materials and such other information) but solely as is necessary to enable the Manufacture of such Collaboration Product (including the Collaboration Compound therein) (or LGC Reserved Product, including the LGC Reserved Compound therein, if applicable) by such Approved CMO to comparable biochemical structure, quality and purity as that Manufactured by LGC or its Affiliate or CMO, provided that neither Cue, LGC or any Third Party shall perform such a technology transfer to any CMO [***] without LGC’s consent, not to be unreasonably withheld, conditioned or delayed if LGC has approved the CMO to manufacture Collaboration Products (or LGC Reserved Products, if applicable). LGC shall conduct such technology transfer as soon as reasonably practicable after receiving such written notice, using good faith efforts to support supply needed to achieve timelines in the Cue Territory Development Plan (or Cue’s development plan for LGC Reserved Products, if applicable) or Cue Territory Commercialization Plan, as applicable. LGC shall conduct the first technology transfer for each Collaboration Product (or LGC Reserved Products, if applicable) [***] (provided that [***]) for a period of up to [***] months from the date Cue or its designee has provided notice it is ready to receive the technology transfer, provided, that such [***] month period [***]. After the expiration of the initial such [***] month period for a Collaboration Product (or LGC Reserved Products, if applicable), if required to complete the technology transfer to enable the Manufacture of such Collaboration Product (including the Collaboration Compound therein) (or LGC Reserved Product, including the LGC Reserved Compound therein, if applicable) by such Approved CMO to comparable biochemical structure, quality and purity as that Manufactured by LGC, LGC shall continue to provide support to Cue for up to an additional [***] period for up to [***] hours at the FTE Rate and thereafter at [***]. Thereafter, LGC will also provide [***] for such Collaboration Product (or LGC Reserved Products, if applicable). Neither Cue nor its Affiliates or Cue Collaborators shall reverse engineer any materials provided hereunder by LGC. Notwithstanding anything in this Agreement to the contrary, LGC’s CMC information may only be shared with an Approved CMO.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • Completion of Development Upon the completion of the whole development or complete phases of the development, Council may review this Agreement, in whole or in part, and may: (a) retain the Agreement in its present form; (b) negotiate a new Agreement; (c) discharge this Agreement; or (d) for those portions of the development which are completed, discharge this Agreement and apply appropriate zoning pursuant to the applicable Municipal Planning Strategy and Land Use By-law, as may be amended from time to time.

  • Completion of Negotiations This Agreement represents complete collective bargaining and full agreement by the District and the Federation with respect to wages, hours of employment, and all other terms and conditions of employment which shall prevail during the term or terms hereof. This Agreement expresses the entire understanding between the parties and supersedes all previous agreements between them, written or oral. Any matter or subject not herein covered has been satisfactorily adjusted, compromised, or waived by the parties for the life of this Agreement.