Continuing Technology Transfer Sample Clauses

Continuing Technology Transfer. Following the Initial Technology Transfer for the Licensed Compounds and Licensed Products, Fulcrum will provide to the JSC in advance of the last JSC meeting for each Calendar Quarter a summary of any additional Fulcrum Know-How and Fulcrum Materials developed by Fulcrum or its Affiliates since the previous quarterly disclosure. Upon Sanofi’s reasonable request during the Term, Fulcrum will make available to Sanofi all such Fulcrum Know-How and Fulcrum Materials in Fulcrum’s possession and not previously provided to Sanofi hereunder (the “Continuing Technology Transfer,” and together with the Initial Technology Transfer, the “Technology Transfer”).
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Continuing Technology Transfer. Throughout the Term of this Agreement following the completion of the Initial Technology Transfer, ▇▇▇▇▇ shall subject to the following sentence, promptly transfer to Everest copies of the tangible embodiments of any Know-How (other than Manufacturing Know-How) included within the Licensed IP and the Onyx Know-How that comes into ▇▇▇▇▇ or its Affiliates’ Control and that was not previously transferred to Everest (the “Continuing Technology Transfer”) to enable Everest to exercise its rights under this Agreement. Subject to Section 2.5.5 (By ▇▇▇▇▇), unless otherwise agreed by the Parties, ▇▇▇▇▇ shall complete each Continuing Technology Transfer no more frequently than twice per Calendar Year.
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Continuing Technology Transfer. After the completion of the Initial Technology Transfer, during the Term but subject to Section 2.6.3 (Tempus Withdrawal from KK), and upon the cadence set forth in the following sentence, Tempus will make available and/or transfer to KK electronic copies of any additional documents, data, software, manuals, instructions, specifications, documentation, or other Tempus Know-How (including updates, derivatives, improvements, and enhancements to, related to, or based on any Tempus Know-How previously transferred to KK), in each case, in its possession and included within the Tempus Know-How that have not been previously transferred to KK (the “Continuing Technology Transfer,” and together with the Initial Technology Transfer and all Continuing Technology Transfers, the “Technology Transfer”). Tempus will perform the Continuing Technology Transfer no more frequently than once every [***] following in the Initial Technology Transfer unless otherwise mutually agreed, provided that, Tempus will make available and/or transfer to KK (a) any new and critical versions (including material bug fixes and security hotfixes), upgrades, or other material updates to software already provided within the Tempus Technology that are necessary to the operation of such software promptly given the circumstances (which shall be no less frequently than once each Calendar Quarter following the Initial Technology Transfer or, if more frequently, then as such versions, upgrades, or updates are first rolled out within the Tempus Territory) and (b) promptly upon KK’s reasonable request, electronic copies of any Tempus Technology (including any upgrades or updates to software already provided within Tempus Technology) that is specifically requested, required by or otherwise essential for a KK customer in order to avoid negatively impacting such KK customer.
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Continuing Technology Transfer. [*], HFB will promptly notify FibroGen of and transfer to FibroGen or, at FibroGen’s direction, to a FibroGen CMO (if applicable to the Manufacture of Licensed Products) any additional documents, data or other Licensed Know-How, in each case, that is in HFB’s possession or Control and has not been previously transferred to FibroGen or a FibroGen CMO and is necessary or reasonably useful to Exploit and Manufacture Licensed Compounds and Licensed Products for such Licensed Program (the “Continuing Technology Transfer,” and together with the Initial Technology Transfer, the “Technology Transfer”). Notwithstanding anything to the contrary in this Section 2.7(b), [*] HFB will provide to FibroGen or its designee any documents, data or other Licensed Know-How, in each case, that is in HFB’s possession or Control and has not been previously transferred to FibroGen and [*].
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Continuing Technology Transfer. Following the completion of the Technology Transfer and during the Agreement Term, at the request of Roche, MRT shall, as reasonably necessary, (a) make available to Roche qualified MRT’s personnel having the necessary skill, expertise and experience who are then currently employed or otherwise engaged by MRT (or its Affiliates) to provide scientific and technical explanations and advise Roche on MRT Know-How, MRT Patent Rights, Compound Know-How, and Compound Patent Rights, and (b) MRT shall provide Roche with additional cooperation, information, assistance or services during such period as may be reasonably necessary to enable Roche to conduct the research, Development and Manufacture of the applicable Compounds and Products in the Territory. Such support shall be at mutually convenient times and may include teleconferences, email or face-to-face meetings. On a Target Program-by-Target Program basis, MRT shall provide the support set forth in this Section ‎2.4.2 [***] during the Research Collaboration Term for such Target Program [***] following completion of the Technology Transfer, and such completion is confirmed by the JRC. [***].
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Continuing Technology Transfer. After the completion of the Initial Technology Transfer, and, with respect to each Collaboration Target, [***], each Party shall: (a) notify the other Party in the event it learns of the existence of any Sanofi Licensed Know-How, Sanofi Investigational Compound Licensed Know-How, IGM Licensed Know-How, IGM Investigational Compound Licensed Know-How, Sanofi Licensed Material, Sanofi Investigational Compound Licensed Materials, IGM Licensed Material or IGM Investigational Compound Licensed Materials, as applicable, that (i) [***] (ii) [***] (collectively, the “Additional Information”), and (b) [***] (such transfer of Additional Information, the “Continuing Technology Transfer”, together with the Initial Technology Transfer, the “Technology Transfer”). Each Party may request, upon written notice to the other Party, the transfer of any Additional Information that was not transferred to such Party as part of the Technology Transfer and that such Party reasonably believes should have been transferred under the terms of this Agreement.
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Continuing Technology Transfer. During the Term, (a) after the completion of the Initial Technology Transfer, GenFleet will transfer to Verastem any additional Collaboration Know-How that has not been previously transferred to Verastem promptly after (i) such additional GenFleet Know-How is first generated, conceived, created, invented, or otherwise made, or (ii) a previous failure to transfer such GenFleet Know- How is discovered, and (b) after the completion of a Manufacturing Technology Transfer, GenFleet will promptly transfer to Verastem any additional GenFleet Manufacturing Technology that has not been previously transferred to Verastem pursuant to Section 3.2 (Manufacturing Technology Transfer) ((a) and (b), the “Continuing Technology Transfer”). GenFleet will obtain all approvals (including HGRAC Approvals), consents, permits and licenses and complete all necessary security assessment or data protection impact assessment to allow Verastem’s access to all such Collaboration Know-How in connection with the Continuing Technology Transfer.
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Continuing Technology Transfer. During the Term and after the completion of the Initial Technology Transfer, [***] Licensor will transfer to EQRx any additional [***] included in the Licensor Licensed Technology, [***] (the “Continuing Technology Transfer,” and together with the Initial Technology Transfer and the Manufacturing Technology Transfer, the “Technology Transfer”).
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Related to Continuing Technology Transfer

  • 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.

  • 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.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner. 4.2 The Parties shall negotiate with each other to enter into specific technology license contracts to expressly specify the detail matters such as the technology to be licensed, the method to license the technology, license fees and payment.

  • LICENSE TRANSFER Customer may not sublicense, assign, transfer, rent or lease the software or software license except as permitted by HP. HP-branded software licenses are generally transferable subject to HP’s prior written authorization and payment to HP of any applicable fees. Upon such transfer, Customer’s rights shall terminate and Customer shall transfer all copies of the software to the transferee. Transferee must agree in writing to be bound by the applicable software license terms. Customer may transfer firmware only upon transfer of associated hardware.

  • Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital. 2. When measures are taken with regard to technology transfer, the legitimate interests of the intellectual property right holders shall be protected.