Technology Transfer after Option Exercise Sample Clauses
The 'Technology Transfer after Option Exercise' clause defines the obligations and procedures for transferring technology from one party to another once an option to license or acquire the technology has been exercised. Typically, this clause outlines the scope of materials, know-how, and technical assistance that must be provided, as well as the timeline and format for the transfer. Its core function is to ensure that the receiving party obtains all necessary resources and information to effectively utilize the technology, thereby facilitating a smooth transition and minimizing operational disruptions.
Technology Transfer after Option Exercise. On a Collaboration Program-by-Collaboration Program basis, Isis will promptly, but no later than [***] after Biogen Idec exercises its Option for such Collaboration Program hereunder, deliver to Biogen Idec or one or more designated Affiliates:
Technology Transfer after Option Exercise. As soon as reasonably practicable after GSK exercises its Option for a PROSENSA Collaboration Program pursuant to Section 4.2, PROSENSA shall deliver to GSK, at no cost to GSK, all Know-How and material in its possession and Control relating to the Compounds in such PROSENSA Collaboration Program, including those documents and materials set out in Exhibit G, and any other such information as may be in PROSENSA’s Control and in the possession of any subcontractors (including Third Party manufacturers) appointed by PROSENSA under Section 2.12, in each case in a format to be agreed between the Parties but which is in an electronically editable format suitable for eCTD submission. PROSENSA shall provide such technology transfer services as may be reasonably necessary to transfer the Compound manufacturing processes to GSK’s or GSK’s Third Party manufacturer’s site. PROSENSA shall use Commercially Reasonable Efforts with respect to those activities for which it is responsible to ensure orderly transition and uninterrupted Development of the GSK Development Program.
Technology Transfer after Option Exercise. On a Drug Discovery Program-by-Drug Discovery Program basis, Isis will promptly, but no later than [***] days after JBI exercises its Option for such Drug Discovery Program hereunder, deliver to JBI or one or more designated Affiliates:
Technology Transfer after Option Exercise. As soon as reasonably practicable after GSK exercises its Option for a Collaboration Program pursuant to Section 4.2, TELETHON-HSR shall deliver to GSK, at no cost to GSK, all Know-How and material in its possession and Control relating to the Vectors and Products in such Collaboration Program, and the documents and materials that are described in Section 2.9 (c), as exemplified in Exhibit B, and any other such information as may be in TELETHON-HSR’s Control and in the possession of any subcontractors (including Third Party manufacturers) appointed by TELETHON-HSR under Section 2.11, in each case in a format to be agreed between the Parties but which is in an electronically editable format suitable for eCTD submission. TELETHON-HSR shall provide such technology transfer services as may be reasonably necessary to transfer the Vector manufacturing processes to GSK’s or GSK’s Third Party manufacturer’s site. TELETHON-HSR shall use Commercially Reasonable Efforts with respect to those activities for which it is responsible to ensure orderly transition and uninterrupted Development of the GSK Development Program.
5.1 GSK Development and Commercialization
(a) GSK, either itself and/or by and through its Affiliates, Sublicensees or contractors, shall be responsible for all Research, Development, regulatory, manufacturing, marketing, advertising, promotional, launch and sales and other commercial activities in connection with Vectors and Products resulting from the Programs.
(b) Except as expressly stated in Section 3.2(d), GSK shall have sole and final decision-making authority with respect to the Research, Development, progression, regulatory activities, manufacturing, marketing, sales and other commercialization activities for any Vectors or Products within a GSK Development Program, without submitting any such matter for review or decision to the JSC or Executive Officers.
Technology Transfer after Option Exercise. As soon as reasonably practicable after GSK exercises its Option for a Dynavax Program pursuant to Section 4.1 [ * ], Dynavax shall deliver to GSK, at no cost to GSK, all Information and material in its possession and Control relating to the Compounds in such GSK Development Program, including those documents and materials set out in Exhibit G, and any other such Information as may be in Dynavax’s Control and in the possession of any subcontractors (including third party manufacturers) appointed by Dynavax under Section 2.13, in each case in a format to be agreed between the Parties but which is in an electronically editable format suitable for eCTD submission. Dynavax shall provide such technology transfer services as may be reasonably necessary to [ * ] the Compound manufacturing processes at GSK’s or GSK’s Third Party manufacturer’s site; provided that GSK shall be responsible for [ * ] to provide those services reasonably necessary to [ * ] of the Compound manufacturing processes by GSK, and [ * ] from Dynavax therefor. [ * ]. Dynavax shall use Commercially Reasonable Efforts with respect to those activities for which it is responsible to ensure orderly transition and uninterrupted Development of the GSK Development Program.
Technology Transfer after Option Exercise. On a Program-by-Program basis, Odyssey will promptly, but no later than [***] after ▇▇▇▇▇▇▇ exercises its Option for such Program hereunder, make available and, at ▇▇▇▇▇▇▇’▇ request, deliver to ▇▇▇▇▇▇▇ or one (1) or more of its designated Affiliates all material, documented Know-How within Odyssey Collaboration IP and Joint Collaboration IP in Odyssey’s possession or Control that are [***] to make, have made, use, have used, import, have imported, sell, have sold, offer to sell, having offered to sell, Research, Develop, Manufacture, Commercialize, and otherwise exploit, Project Compounds and Products that are the subject of such Program in the Field in the Territory, and has not previously been provided hereunder, for use in accordance with the exercise of the applicable Commercial License. To assist with the transfer of such Know-How under this Section 5.10, Odyssey will make its personnel reasonably available to Janssen during normal business hours. Each Party will be responsible for their own costs with respect to such technology transfer.
Technology Transfer after Option Exercise. After Option exercise pursuant to a technology transfer plan to be mutually agreed by Isis and Roche, and subject to Section 4.2.3, Isis will:
Technology Transfer after Option Exercise. After Option exercise pursuant to a technology transfer plan to be mutually agreed by Ionis and Roche, and subject to Section 7.2.3, Ionis will: 7.
Technology Transfer after Option Exercise. 4.3.1 As soon as reasonably practicable after Editas receives payment of the Option Exercise Fee with respect to a Collaboration Development Program and in any event after receipt of such payment, the Parties shall agree to a plan (“Transition Plan”) to transfer to Allergan (or its designee) of all Development and Manufacturing activities then being undertaken by Editas. Editas shall transition all such activities to Allergan in accordance with the Transition Plan at Editas’ own cost and expense. Without limiting the foregoing, Editas shall disclose and deliver to Allergan all tangible embodiments of all CDP Know-How in its possession and Control that are useful or necessary to research, develop, make, use, sell, offer for sale or import the Licensed Products in such Allergan Development Program, in each case to the extent not provided to Allergan prior to such Option exercise. Editas shall make such CDP Know-How available in a mutually agreed upon format and where feasible in electronic form; provided that, if Allergan requests a form other than the form in which Editas otherwise maintains such CDP Know-How then Allergan shall reimburse Editas for all Development Costs reasonably incurred by Editas in converting such CDP Know-How to the form requested by Allergan.
4.3.2 Without limiting the foregoing, Editas will provide reasonable assistance to Allergan or its designee in connection with understanding and using the Editas Know-How within the scope of the license granted under Section 4.2.1. In providing CDP Know-How under Section 4.3.1, Editas shall deliver written and electronic materials to Allergan, and assistance from its professional staff for meetings, telephone calls, and other reasonable assistance as requested by Allergan to enable it to understand and use such Know-How, provided that, for any request by Allergan which will require work by Editas that is not part of the work to be performed as part of the Transition Plan (or Editas’ other obligations under this Agreement, including Section 4.3.1), the Parties shall agree upon a budget and Allergan shall reimburse Editas at the FTE Rate plus any direct out-of-pocket costs.
4.3.3 In addition, upon the reasonable request of Allergan, Editas shall reasonably cooperate with Allergan to transition the Manufacture of the applicable Licensed Products to a contract manufacturing organization designated by Allergan. Without limiting the generality of the foregoing, upon request by Allergan, Editas will de...
Technology Transfer after Option Exercise. After Option exercise pursuant to a technology transfer plan to be mutually agreed by ▇▇▇▇ and Roche, and subject to Section 4.2.3, ▇▇▇▇ will: