Know-How Sharing; Cooperation Sample Clauses

Know-How Sharing; Cooperation. On such timing following the Effective Date as the Parties may reasonably agree, and in any event no later than [***] month anniversary of the Effective Date, and from time to time thereafter, but in any event upon Lilly’s reasonable request, Sigilon shall disclose or make available to Lilly copies of the physical embodiments of the Sigilon Know-How existing as of such time (and will use reasonable efforts to obtain all such Sigilon Know-How in Sigilon’s contract researchers’ possession) to the extent not previously provided or made available to Lilly, and in all cases, excluding Sigilon Know-How relating solely to the Manufacture of either Licensed Products or Encapsulation Material (except for such Manufacturing-related Know-How as is required by Lilly in connection with regulatory interactions or submissions for the Licensed Product, which Know-How will be provided upon Lilly’s request); provided, that, the Parties acknowledge and agree that the foregoing Sigilon Know-How transfer, particularly the initial such transfer, shall not require the transfer of all Sigilon Know-How at one time and the transfer will be calibrated to the Sigilon Know-How that is necessary or useful for Lilly to exercise its rights under this Agreement at the relevant point in time. Until the [***], upon Lilly’s reasonable request, Sigilon will provide technical assistance to Lilly subject to reimbursement by Lilly of Sigilon’s pre-approved (by Lilly) out of pocket costs and expenses, and reasonably cooperate with Lilly in connection with the transfer and disclosure of such Sigilon Know-How and the Development of any Licensed Products, including making its employees and non-employee consultants reasonably available to consult with Lilly on issues arising during Lilly’s Development and in connection with any request related to a Licensed Product or its Development from any Regulatory Authority, including regulatory, scientific, technical and clinical testing issues; provided, that, Sigilon shall provide up to [***] hours per Calendar Year of the assistance described in this Section 5.6 at no charge, and any hours in excess of such limit shall be charged to Lilly at the FTE Rate (such assistance in total not to exceed [***] hours). To be clear, the transfer of Sigilon Know-How in respect of Manufacturing either the Licensed Products or Encapsulation Technology shall not be governed by this Section 5.6, except as expressly set forth above, but shall be as set forth in Section 7.46 (...
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Know-How Sharing; Cooperation. Promptly after the Effective Date (and in no event longer than [***]after the Effective Date), and from time-to-time thereafter, Metagenomi shall disclose or deliver to Affini-T copies of all Know-How in Metagenomi’s or its Affiliate’s possession (and will use reasonable efforts to obtain all data and information in Metagenomi’s contract researcher’s possession) relating to the Development and Commercialization of Licensed Products to the extent necessary or useful for Affini-T’s performance or exercise of its rights under this Agreement, including [***]. Metagenomi shall promptly notify Affini-T regarding [***]. Upon Affini-T’s reasonable request, Metagenomi will provide technical assistance to Affini-T during such disclosure or delivery set forth in the preceding sentences. Metagenomi shall, [***] reasonably cooperate with Affini-T in the Development of any Licensed Products, including making its employees and non-employee consultants reasonably available to consult with Affini-T on issues arising during Affini-T’s Development and in connection with any request related to a Licensed Product or its Development from any Regulatory Authority, including regulatory, scientific, technical and clinical testing issues.
Know-How Sharing; Cooperation 

Related to Know-How Sharing; Cooperation

  • Economic Cooperation 1. The Parties will encourage the utilization of cooperation instruments and mechanisms with a view to strengthen the processes of economic integration and commercial exchange. 2. The objectives of economic cooperation will be: (a) to build on existing agreements or arrangements already in place for trade and economic cooperation; and (b) to advance and strengthen trade and economic relations between the Parties. 3. The Parties will encourage and facilitate, as appropriate, the following activities, including, but not limited to: (a) dialogue about policies and regular exchanges of information and views on ways to promote and expand trade in goods and services between the Parties; (b) joint elaboration of studies and technical projects of economic interest according to the economic development needs identified by the Parties; (c) keeping each other informed of important economic and trade issues, and any impediments to furthering their economic cooperation; (d) providing assistance and facilities to business persons and trade missions that visit the other Party with the knowledge and support of the relevant agencies; (e) supporting dialogue and exchanges of experience among the respective business communities of the Parties; (f) establishing and developing mechanisms for providing information and identifying opportunities for business cooperation, trade in goods and services, investment, and government procurement; and (g) stimulating and facilitating actions of public and/or private sectors in areas of economic interest.

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Continuing Cooperation Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).

  • Tax Cooperation The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment under this Agreement, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and

  • Access and Cooperation Each Party will, and will cause its Other Indemnified Persons to, cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to such other Party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of such Person relating to such Third Party Claim, subject to reasonable confidentiality precautions.

  • Technical Cooperation 1. The Parties shall strengthen their cooperation in the field of standards, technical regulations, metrology, market surveillance, accreditation and conformity assessment systems with a view to increasing the mutual understanding of their respective systems and facilitating access to their respective markets. To that end, they may establish regulatory dialogues at both horizontal and sectoral levels.

  • Industrial cooperation The aim of cooperation shall be to:

  • Customer Cooperation 3.2.1. Customer shall provide and make available all Customer personnel as may be further addressed in an applicable Order Form or that SAP reasonably requires in connection with performance of the Services.

  • No Cooperation Employee agrees he will not act in any manner that might damage the business of the Company. Employee agrees that he will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so.

  • Labor-Management Cooperation When an Appointing Authority initiates a planning process or management study which is anticipated to result in layoff, the Appointing Authority will meet and confer with the Local Union during the decision planning phase and again during the implementation planning phase. The Appointing Authority and the Local Union shall enter into negotiations regarding a Memoranda of Understanding upon request of either party to modify this Agreement regarding the implementation plans which shall include, but are not limited to, the following: • Length of layoff notice; • Job and retraining opportunities; • Alternative placement methods; • Early retirement options pursuant to M.S. 43A.24, Subd. 2(i); • Bumping/vacancy options for part-time employees to preserve their insurance eligibility or contribution; and • Other methods of mitigating layoff or their effect on employees.

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