Continuing Technology Transfer Sample Clauses

Continuing Technology Transfer. Throughout the Term of this Agreement following the completion of the Initial Technology Transfer, Xxxxx 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 Xxxxx 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 Xxxxx), unless otherwise agreed by the Parties, Xxxxx shall complete each Continuing Technology Transfer no more frequently than twice per Calendar Year.
Sample 1
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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”).
Sample 1
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.
Sample 1
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 [*].
Sample 1
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. [***].
Sample 1

Related to Continuing Technology Transfer

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • 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.

  • 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.

  • Information Systems Acquisition Development and Maintenance Security of System Files. To protect City Information Processing Systems and system files containing information, Service Provider will ensure that access to source code is restricted to authorized users whose specific job function necessitates such access.

  • 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.

  • Inventions Assignment During the Employment Period, the Executive shall promptly disclose, grant and assign to the Company for its and its Affiliates’ sole use and benefit any and all inventions, improvements, technical information and suggestions reasonably relating to the business of the Company and its Affiliates (collectively, the “Inventions”) that the Executive may develop or acquire during the Employment Period (whether or not during usual working hours), together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or with respect to the Inventions. In connection with the previous sentence, the Executive shall, at the expense of the Company, including a reasonable payment based on the Executive’s last per diem earnings with the Company for the time involved if (a) the Executive is not then in the Company’s employ, or (b) if the Executive is not then receiving severance payments pursuant to Section 8(b) above, or (c) if the Executive has not otherwise received one or more severance payments with respect to such period (whether on a lump sum, pre-paid, or accelerated basis or otherwise), (i) promptly execute and deliver such applications, assignments, descriptions and other instruments as may be necessary or proper in the opinion of the Company to vest title to the Inventions and any patent applications, patents, copyrights, reissues or other proprietary rights related thereto in the Company and to enable it to obtain and maintain the entire right and title thereto throughout the world, and (ii) render such reasonable assistance to the Company as may be required in the prosecution of applications for said patents, copyrights, reissues or other proprietary rights, in the prosecution or defense of interferences or infringements that may be declared involving any said applications, patents, copyrights or other proprietary rights and in any litigation in which the Company may be involved relating to the Inventions. The covenant contained in this Section 11 shall survive the termination or expiration of the Employment Period and any termination of this Agreement.

  • Inventions Retained and Licensed I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK Firms and/or individuals that assisted in the development or drafting of the specifications, requirements, statements of work, or solicitation documents contained herein are excluded from competing for this solicitation. This shall not be applicable to firms and/or individuals providing responses to a publicly posted Request for Information (RFI) associated with a solicitation.

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