Knowledge and Technology Transfer Clause Samples
The Knowledge and Technology Transfer clause establishes the obligations and procedures for sharing expertise, information, and technological advancements between parties. Typically, this clause outlines how proprietary knowledge, technical data, or innovations developed during a project will be communicated, licensed, or made accessible to the other party, often specifying timelines, formats, and confidentiality requirements. Its core function is to ensure that valuable intellectual assets are effectively transferred, enabling both parties to benefit from collaborative efforts and reducing the risk of misunderstandings or disputes over access to critical know-how.
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Knowledge and Technology Transfer. Subject to Section 5.2 (Assignment of Regulatory Submissions), (a) within [***] after the Effective Date, Takeda will deliver to Neurocrine copies of the written Takeda Know-How that are available in the site hosted for purposes of this Agreement on Intralinks as of the Effective Date, and (b) within [***] after the Effective Date, Takeda will deliver to Neurocrine (i) copies of all other written Takeda Know-How not previously provided pursuant to clause (a) and (ii) that supply of Licensed Products held in inventory by Takeda in accordance with the timeline set forth on Schedule 2.7 (Transferred Inventory), other than any such inventory relating to the Phase II Asset, which will be transferred promptly after the IND Transfer Date or otherwise in accordance with the timeline set forth on Schedule 2.7 (Transferred Inventory). Thereafter, if requested by Neurocrine during the Term, Takeda will promptly disclose to Neurocrine all additional Takeda Know-How in existence as of the Effective Date or that comes into existence as a result of performance by or behalf of Takeda of activities under this Agreement and not previously transferred to Neurocrine. Takeda will provide any assistance as reasonably requested by Neurocrine in connection with its Exploitation of the Takeda Know-How in accordance with this Agreement for a period up to [***] after the date on which Takeda delivers to Neurocrine such Takeda Know-How and inventory of Licensed Products. [***], and Neurocrine will pay the undisputed invoiced amounts within [***] after the date of such invoice. Notwithstanding any provision to the contrary set forth in this Agreement, after the initial [***] FTE hours, Takeda will not be obligated to provide any additional assistance under this Section 2.8 (Knowledge and Technology Transfer) and Section 5.2.1(a) (Clinical Trial Regulatory Submissions) beyond that which can be provided in accordance with the amounts included in the budget agreed by the Parties (as such budget may be updated from time to time by agreement of the Parties).
Knowledge and Technology Transfer. Within [***] of NVS’ request, HMI will deliver to NVS copies of (a) the written HMI Product Know-How related to each Candidate or Product, (b) documents and files related to the HMI Product Patent Rights, and (c) any other HMI Know-How that is necessary or useful for the Development or Commercialization of Candidates and Products in accordance with this Agreement; provided, that any HMI Know-How relating to Manufacturing shall only be provided to NVS in accordance with Article 8 (Manufacturing and Technology Transfer). In addition, as part of such Know-How transfer, HMI will transfer to NVS HMI Materials related to a Candidate or Product to the extent necessary for NVS to exercise the rights granted to it under this Agreement with respect to the HMI Product Know-How related to such Candidate or Product. Any HMI Materials provided by HMI in connection with the transfer of the HMI Product Know-How will remain the sole property of HMI. Thereafter, on a continuing basis during the Term, HMI shall [***], and at a minimum no less frequently than on a [***] basis through the JSC, as applicable, disclose to NVS all additional HMI Product Know-How (including providing any such HMI Materials) related to a Candidate or Product that comes into existence since the prior disclosure. HMI will provide [***] assistance to NVS in connection with understanding and using all such HMI Product Know-How for purposes consistent with the licenses and rights granted to NVS hereunder. NVS will use and transfer all documents and files related to the HMI Product Know-How related to each Candidate or Product including HMI Materials and HMI Product Patent Rights only for purposes of exercising its rights and licenses with respect to applicable Candidates and Products in accordance with this Agreement, and for no other purpose. NVS will be responsible for all reasonable documented costs and expenses associated with the transfer to NVS of such documentation and any HMI Product Know-How.
Knowledge and Technology Transfer. Within [***] days of the Effective Date, (1) Biotheus will deliver to BioNTech and cause its Affiliates to deliver: (i) [***] copies of the VDR with the content as it existed at the Execution Date; and (ii) any information, documents or data in the possession or control of Biotheus or its Affiliates relating to the Licensed Compounds and Licensed Products that are not included in the VDR and (2) Biotheus will share such information [***] as agreed between the Parties.
Knowledge and Technology Transfer. Within [***] ([***]) [***] of the Effective Date, ▇▇▇▇▇▇▇▇▇ will deliver to Inmagene copies of any tangible embodiments of material Licensed Know-How that is necessary or reasonably useful for the Development or Manufacture of Licensed Products in accordance with this Agreement to the extent reasonably requested by Inmagene. Any ▇▇▇▇▇▇▇▇▇ Materials provided by ▇▇▇▇▇▇▇▇▇ in connection with the transfer of the Licensed Know-How will remain the sole property of ▇▇▇▇▇▇▇▇▇. Inmagene will use and transfer all documents and files related to the Licensed Know-How for each Licensed Compound only for purposes of performing its obligations and exercising its rights and licenses with respect to applicable Licensed Compound in accordance with this Agreement, and for no other purpose. [***]. Unless otherwise agreed by the Parties in writing, for a period of up to [***] ([***]) [***] after the initial Know-How transfer, ▇▇▇▇▇▇▇▇▇ will make appropriate personnel available to Inmagene at reasonable times and upon reasonable prior notice for the purpose of assisting Inmagene in understanding and using the Licensed Know-How in accordance with this Agreement, and thereafter. Hutchison will continue such assistance at Inmagene’s request; provided that [***]. Inmagene stipulates that such cooperation by ▇▇▇▇▇▇▇▇▇ will not require ▇▇▇▇▇▇▇▇▇ to perform any Development activities or generate any new information or materials.
Knowledge and Technology Transfer. Upon request of MIOSHA, representatives of Westwind Construction may participate in discussing the aspects of the comprehensive partnership with committees and at conferences on general safety and health topics and on specific safety procedures that were used to further health and safety on the Ridge 45 Project. This agreement will continue these actions and expands others such as alerts on new health and safety issues that may occur during the construction process on the job. Westwind Construction and employers may also be asked to review and or pilot applicable proposed MIOSHA safety and health standards/guidelines and provide an evaluation to other stakeholders which, among other things, assesses the cost benefit of utilizing the proposed MIOSHA standards/guidelines.
Knowledge and Technology Transfer. Schedule 2.5 (Transition Plan) attached hereto sets forth a proposed outline for the plan and timeline for the transition to Takeda of Development activities related to the Compounds and the Product ongoing as of the Effective Date. Promptly following the Effective Date, the Parties, through their respective Alliance Managers, will finalize such transition plan and timeline. Subject to Section 4.2 (Assignment of Regulatory Submissions), (a) within [***] after the Effective Date, Arrowhead will deliver to Takeda copies of the written Arrowhead Know-How that are available in the site hosted for purposes of this Agreement on Intralinks as of the Effective Date, and (b) within [***] after the Effective Date, Arrowhead will deliver to Takeda copies of all other written Arrowhead Know-How not previously provided pursuant to clause. Each Party will use reasonable efforts to perform the activities assigned to it under Schedule 2.5 (Transition Plan). Thereafter during the Term, Arrowhead will promptly disclose to Takeda all additional Arrowhead Know-How in existence as of the Effective Date or that comes into existence as a result of performance by or behalf of Arrowhead of activities under this Agreement and not previously transferred to Takeda. Arrowhead will provide any assistance as reasonably requested by Takeda in connection with its Exploitation of the Arrowhead Know-How and the Compounds and Products for a period up to [***] after the date on which Arrowhead delivers to Takeda such Arrowhead Know-How. [***].
Knowledge and Technology Transfer. Without limiting Cellectis’s obligations under Section 2.6.2 (Reports), on a Licensed Product-by-Licensed Product basis, within [***] following the applicable Option Exercise Date, the Parties will agree on a knowledge and technology transfer plan pursuant to which Cellectis will deliver to AstraZeneca copies of: (a) the Licensed Know-How related to each Licensed Product Controlled by Cellectis in such form as is maintained by Cellectis in the ordinary course of business; and (b) any other Licensed Know-How Controlled by Cellectis in such form as is maintained by Cellectis in the ordinary course of business; provided, that any such Licensed Know-How to the extent relating to Manufacturing will be disclosed to AstraZeneca in accordance with Article 7 (Manufacturing and Technology Transfer). In addition, as part of such Know-How, Cellectis will transfer to AstraZeneca all Materials Controlled by Cellectis and related to the applicable Licensed Product to the extent described in such plan (the “Cellectis Materials”). The Parties will, before Cellectis supplies any Cellectis Materials, enter into an appropriate material transfer agreement. In addition, from time to time from and after the foregoing knowledge and technology transfer, Cellectis will, upon AstraZeneca’s reasonable request, deliver to AstraZeneca copies of such Licensed Know-How requested by AstraZeneca that is related to the applicable Licensed Product (including any requested Cellectis Materials) Controlled by Cellectis in such form as is maintained by Cellectis in the ordinary course of business. Cellectis will be responsible for all costs and expenses associated with the transfer to AstraZeneca of such Licensed Know-How and Cellectis Materials. Unless otherwise agreed by the Parties in writing, on a Licensed Product-by-Licensed Product basis, Cellectis will make appropriate personnel available to AstraZeneca at reasonable times and upon reasonable prior notice for the purpose of assisting AstraZeneca in understanding and using the Licensed Know-How in accordance with this Agreement for up to [***] per Licensed Product and [***].
Knowledge and Technology Transfer. For a period of one year after the Effective Date, CyDex shall make its personnel available (and shall request its Third Party Manufacturer to make its personnel available) to Company and its Contract Manufacturers to respond to informational inquiries and provide a reasonable amount of technical assistance related to the Licensed Know-How Rights, Licensed Product development, and technical project management at no charge. Thereafter, Company shall compensate CyDex at the rate of [***] per hour for the time of CyDex personnel incurred to provide such services, if requested and documented, to Company or its Contract Manufacturers. Such knowledge and technology transfer and support shall not include information related to the manufacture of bulk Captisol. All such knowledge and technology transfer and support shall (unless either CyDex or Company hereafter expressly requests telecommunication or a different location and the other party consents, such consent not to be unreasonably withheld, delayed or *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. conditioned) be provided in Colorado. Company shall be responsible for any and all reasonable travel and lodging costs in connection therewith.
Knowledge and Technology Transfer. Upon request of MIOSHA, representatives of Skanska ▇▇▇▇▇▇▇ may participate in discussing the aspects of the comprehensive partnership with committees and at conferences, on general safety and health topics and on specific safety procedures that were used to further health and safety on the Marquette Replacement Hospital. This agreement will continue these actions and expands others such as alerts on new health and safety issues that may occur during the construction process on the job. Skanska ▇▇▇▇▇▇▇, partnering unions and employers may also be asked to review and or pilot applicable proposed MIOSHA safety and health standards/guidelines and provide an evaluation to other stakeholders which, among other things, assesses the cost benefit of utilizing the proposed MIOSHA standards/guidelines.
Knowledge and Technology Transfer. For a period of one year after the Effective Date, CyDex shall make its personnel available (and shall request its Third Party Manufacturer to make its personnel available) to Company and its Contract Manufacturers to respond to informational inquiries and provide a reasonable amount of technical assistance related to the Licensed Know-How Rights, Licensed Product development, and technical project management at no charge. Thereafter, Company shall compensate CyDex at the rate of [***] per hour for the time of CyDex personnel incurred to provide such services, if requested and documented, to Company or its Contract Manufacturers. Such knowledge and technology transfer and support shall not include information related to the manufacture of bulk Captisol. All such knowledge and technology transfer and support shall (unless either CyDex or Company hereafter expressly requests telecommunication or a different location and the other party consents, such consent not to be unreasonably withheld, delayed or conditioned) be provided in Colorado. Company shall be responsible for any and all reasonable travel and lodging costs in connection therewith. ***Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.