ENABLEMENT, KNOW-HOW AND MATERIALS TRANSFER Sample Clauses

ENABLEMENT, KNOW-HOW AND MATERIALS TRANSFER. 3.1 Promptly following the Effective Date: 3.1.1 UCLB shall disclose to Orchard, and procure the disclosure to Orchard by UCL and the UCL Principal Researchers of, all Joint Know-how, Joint Clinical Data and ADA SCID IP, and shall deliver to Orchard the originals or copies of all associated Documentary Materials in, or which come into, their possession or control in accordance with the Disclosure Process set out in Schedule 5; and 3.1.2 UCLB shall disclose to Orchard, and procure the disclosure to Orchard by UCL and the UCL Principal Researchers of, all UCLB Know-how, UCLB Manufacturing Technology, LCR-EFS IP, MPS1 IP, Perforin IP and [***], and shall deliver to Orchard the originals or copies of all associated Documentary Materials in accordance with the Disclosure Process set out in Schedule 5. 3.2 All disclosures required by virtue of this Clause 3 shall be made in the English language and shall be disclosed in a manner at least consistent with UCLB’s disclosures of Know-how to F Prime Capital Partners in the period prior to the Effective Date. 3.3 Following compliance with Clause 3.1, or otherwise in response to a specific request by Orchard during or after the Disclosure Process, UCLB shall (as applicable): 3.3.1 continue to disclose to Orchard and procure the disclosure to Orchard of any of the Technology and associated Documentary Materials referred to in but not previously disclosed to Orchard under Clause 3.1 which are in, or come into, UCLB’s or UCL’s possession or control; 3.3.2 permit and grant Orchard physical access to all originals of the Documentary Materials in, or which come into, UCLB’s or UCL’s possession or control that at the relevant time have not physically been transferred to Orchard’s custody and allow Orchard to borrow and copy (or have copied) those same Documentary Materials; and 3.3.3 save for the Patient Samples, use of which is governed by Clause 3.4.2, permit and grant Orchard access to samples of the Physical Materials in, or which come into, UCLB’s or UCL’s possession or control that at the relevant time have not physically been transferred to Orchard’s custody; and, 3.3.4 with the exception of procuring access to and the co-operation of the Principal Researchers, which Orchard shall negotiate directly with the Principal Researchers pursuant to Clause 3.5, do all such other things and provide such further assurance as may reasonably be required to give full effect to the intended terms and consequences of this Agreement. ...
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