Know-How Transfer Clause Samples

Know-How Transfer. After the Effective Date, Evommune shall, upon ▇▇▇▇▇▇’s request from time to time, at Evommune’s reasonable expense, provide to Maruho copies of material tangible documentation disclosing the Licensed Know-How for use solely in accordance with the terms and conditions of this Agreement.

Know-How Transfer. Within thirty (30) days following Lilly’s election not to terminate this Agreement under Section 12.2.3, Avidity shall disclose or deliver to Lilly, to the extent not previously provided, copies of all data and information in Avidity’s (or its Affiliates’) possession relating to the Avidity Know-How which is reasonably necessary for Lilly’s Research, development or Commercialization of such Product (including for regulatory purposes). Upon Lilly’s reasonable request, Avidity will: (a) provide reasonable technical assistance to Lilly during such disclosure or delivery set forth in the preceding sentence; and (b) make its employees and non-employee consultants reasonably available at their respective places of employment to consult with Lilly on issues arising in the course of Lilly’s Research, development or Commercialization and in connection with any request related to a Product from any Regulatory Authority, including regulatory, scientific, technical and clinical testing issues. The Know-How transfer to be undertaken under this Section 12.2.4 shall be overseen by a Working Group established for such purposes, which Working Group may put in place a technology transfer plan expressly identifying Know-How owned or Controlled by Avidity or its Affiliates to be transferred and the timing for such transfer.

Know-How Transfer. Seller agrees to provide to Buyer 40 hours (or such greater number of hours as the parties may mutually agree in writing) of access to one or more of Seller’s technical consultants who is skilled and knowledgeable regarding the Human RFID Products between the Effective Date and December 31, 2009 (the “Know-How Transfer Period”), to teach and explain to Buyer all vendors, supplier, and technical information necessary to manufacture all components including, without limitation, the pocket readers, transponders, implanters, and packaging necessary to manufacture products for the Human RFID Field that are compatible to and replicate the Business (“Confidential Information”). Seller shall not be obligated to retain any employees of Seller during the Know-How Transfer Period. Seller further agrees that Buyer may, after March 10, 2009, enter into a direct consulting or other arrangement with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ for additional services. Buyer is granted a right and an irrevocable license to use, copy, modify, make derivative works of, sublicense, distribute any and all such Confidential Information in the manufacturing, developing, improving, selling and marketing of Human RFID Products in the Human RFID Field, subject to the conditions detailed below in Section 10.2.

Know-How Transfer. Penwest agrees to transfer to Trevi the Penwest Know-how specified in the Technology Transfer Plan, including all preclinical and clinical data, and manufacturing information, if any, in accordance with the time-lines and other requirements set forth in such plan. In the event Penwest Know-how is in the possession of a Third Party, Penwest will, at the request of Trevi, use Commercially Reasonable Efforts, to obtain such information from such Third Party so that such information may be made available to Trevi under this Section. All external costs incurred in connection with this effort will be the responsibility of Trevi.

Know-How Transfer. 7.1.1 Within thirty (30) days after the Effective Date, Orion shall deliver to Licensee electronic or paper copies of the following Orion Know-How: (a) the NDA for Hospira’s Precedex product; (b) the “open part” of the DMF(s) related to Orion Dexmedetomidine API; (c) Orion’s most recent safety updates related to its Dexmedetomidine Products; and (d) to the extent not encompassed by subsection (b) above, information on the characterization of the reference standard and its history, API solubility profile in normal solvents, container/closure interaction with API (extractables), and characterization/qualification of any API impurities associated with manufacturing or stability testing that would require this under ICH guidelines, and updates to the DMF open section, including items listed above. 7.1.2 Subject to Section 7.2, and on a commercially reasonable schedule and in a commercially reasonable format to be agreed on by the Parties, Orion shall, or shall cause one or more of its Affiliates to, deliver to Licensee copies of reasonable documentation and/or embodiments of all Orion Know-How not listed in Section 7.1.1, which documents and embodiments of the Orion Know-How are readily available to Orion in electronic form and that shall document or embody the Orion Know-How in all material respects, including, to the extent relevant to the research, Development, manufacture and Commercialization of Recro Products and to the extent possible without breaching any obligation towards Hospira or any other Third Party, Orion’s and Hospira’s Regulatory Filings and clinical data related to Dexmedetomidine Products. Orion undertakes to convert, on a commercially reasonable schedule and at Licensee’s expense, into electronic form any such information referred to above that is readily available only as hard copy.

Know-How Transfer. Contemporaneously with the Parties’ execution of this Agreement (either in person in New York, New York, or at BUZZZ PHARMA’s discretion, by shipment on the Termination Date via the method chosen by BUZZZ PHARMA), Zynerba shall transfer, to the extent commercially reasonable and without representation or warranty, copies of those portions of relevant lab notebooks and any pre-existing paper or electronic documents, records, files, or reports that relate solely to the Patent, the Product, the Stud(ies), and the Project (as such terms are defined under the Development Services Agreement) (collectively, “the Project Know-How”), and Zynerba shall provide BUZZZ PHARMA with written certification from ▇▇▇▇ ▇▇▇▇▇ that such transfer is reasonably complete. Should BUZZZ PHARMA thereafter notify Zynerba that such production is incomplete or insufficient and specifically identify in writing missing documents or categories of documents and provide a reason why BUZZZ PHARMA believes they exist, Zynerba shall use commercially reasonable efforts to provide BUZZZ PHARMA, as expeditiously as possible, with any documents, or categories of documents, specifically identified as missing. Zynerba is under no obligation to compile, author, or create any additional documents for BUZZZ PHARMA concerning the Patent, the Product, the Study(ies), and/or the Project. Within 60 days of the Termination Date, upon five-days’ notice from BUZZZ PHARMA, Zynerba shall make available to BUZZZ PHARMA, for either in-person or telephonic conferences (at BUZZZ PHARMA’s sole discretion, provided that any required travel would be at BUZZZ PHARMA’s sole cost and expense) at a mutually convenient date and time during regular business hours of 9:30 am to 5:30 pm, the consulting services of ▇▇▇▇ ▇▇▇▇▇ regarding the Patent, the Product, the Stud(ies), and the Project, for an aggregate of 20 hours (including travel time). To the extent Zynerba uses ▇▇▇▇ ▇▇▇▇▇ to compile, collect, review, analyze or otherwise be involved in the transfer of the Project Know-How to BUZZZ PHARMA, any part of ▇▇▇▇ ▇▇▇▇▇’ time dedicated to such activities, before or after the Termination Date, shall not be counted against the 20 hours for which ▇▇▇▇ is to be available for consulting services to BUZZZ PHARMA.

Know-How Transfer. OPKO agrees to transfer to TESARO the OPKO Know- how specified in the Technology Transfer Plan in accordance with the time-lines and other requirements set forth in such plan, and to transfer such other OPKO Know-how, as TESARO may from time to time reasonably request during the Term, promptly after such request. In addition, OPKO will, as part of transfer of OPKO Know-how, assign to TESARO those Third Party Agreements as to which TESARO specifically requests assignment and which by their terms may be assigned. To the extent the consent of any Third Party is required to assign a Third Party Agreement to TESARO, OPKO will use Commercially Reasonable Efforts to obtain such consent. In the event a Third Party Agreement is not assigned to TESARO, OPKO will, as set forth in the Technology Transfer Plan, or as otherwise requested by TESARO, use Commercially Reasonable Efforts to obtain any information or other benefits under such agreement related to access to OPKO Know-how as would be available to OPKO.

Know-How Transfer. (a) As soon as reasonably practicable, but in no event more than sixty (60) Business Days after the Effective Date or as otherwise agreed to by the Parties in writing, Myogen will disclose and supply to GSK all ▇▇▇▇▇▇ Know-How and Myogen Know-How existing as of the Effective Date, to the extent that it has not already been provided to GSK prior to or on the Effective Date, including, without limitation, all Know-How relating to the Manufacture of Compound drug substance. (b) From time to time during the Term after the initial transfer as set forth in Section 7.2(a) or as may be reasonably requested by GSK, Myogen will promptly disclose and supply GSK with any updates or additions to Abbott Know-How and Myogen Know-How. (c) From time to time during the Term or as may be reasonably requested by Myogen, GSK will promptly disclose and supply Myogen with the GSK Know-How and any updates or additions thereto. (d) From time to time during the Term or as may be reasonably requested by GSK, Myogen will, at no cost or expense to GSK (other than the reasonable, documented and direct costs and expenses of Third Parties actually incurred by Myogen, which will be paid for by GSK) and to the extent that it has a right to do so, promptly disclose and provide GSK with information or access to information (other than Myogen Know-How) that may be useful for the Development, Manufacture and/or Commercialization of Product in the Field in the Territory. [..**..] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (e) Myogen will, or will cause its Third Party contract manufacturer to, at no cost or expense to GSK (other than the reasonable, documented and direct costs and expenses of Third Parties actually incurred by Myogen, which will be paid for by GSK), provide to GSK or its Affiliate or Third Party contract manufacturer, technical transfer support as reasonably requested by GSK in order for GSK to commence setting up a supply chain for the Manufacture of Compound and/or Product.

Know-How Transfer. AEVI will provide to KKC all data and information generated during the Term necessary for the development and/or commercialization of the relevant Licensed Products and assign (or, if applicable, cause its Affiliate to assign) to KKC all of AEVI’s (and such Affiliate’s) entire right, title and interest in and to all such data and information. AEVI will provide to KKC the tangible embodiments of all other Know-How Controlled by AEVI and its Affiliates in existence as of the effective date of such termination relating to the Development, Manufacturing, and Commercialization of the Licensed Products, including without limitation the cell line(s), master cell bank, working cell bank, cell line(s) for analysis of the Licensed Product, AEVI’s manufacturing processes, techniques and trade secrets necessary for and used in the manufacture of such Licensed Products as of the effective date of such termination and all Know-How specifically relating to any composition, formulation, method of use or manufacture of such Licensed Products. AEVI will grant, and hereby does grant effective as of the effective date of such termination, to KKC a non-exclusive, irrevocable, royalty-free, transferable, sublicensable, worldwide right and license under such Know-How for developing, making, using, importing, selling and offering for sale Licensed Products. AEVI will reasonably cooperate with KKC to assist KKC with understanding and using the Know How provided to KKC under this Section 10.4.3. If AEVI has decided to abandon all of its Development and/or Commercialization efforts with respect to the Licensed Product, and this Agreement is terminated pursuant to Section 10.2.5, AEVI will provide to KKC all technology resulting from such abandoned Development and/or Commercialization efforts. KKC will have a royalty-free, irrevocable, world-wide, unlimited license to such abandoned Development and/or Commercialization efforts including the right to sublicense and to contract with Third Parties for further Development and/or Commercialization.