Know-How Transfer Sample Clauses

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. 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. Pieris shall provide AstraZeneca with reasonably requested Pieris Know-How (such as protocols or Data) and reasonable access to Pieris personnel as are reasonably required in order for AstraZeneca to Develop the Lead Product as contemplated under this Agreement at no further cost to AstraZeneca. In case Pieris exercises the Lead Product CoDev Option, AstraZeneca shall provide Pieris with reasonably requested AstraZeneca Know-How (such as protocols or Data) and reasonable access to AstraZeneca personnel that are reasonably required in order for Pieris to co-Develop the Lead Product as contemplated under this Agreement at no further cost to Pieris.

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 Xxxx Xxxxx 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 Xxxx Xxxxx 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 Xxxx Xxxxx to compile, collect, review, analyze or otherwise be involved in the transfer of the Project Know-How to BUZZZ PHARMA, any part of Xxxx Xxxxx’ time dedicated to such activities, before or after the Termination Date, shall not be counted against the 20 hours for which Xxxx is to be available for consulting services to BUZZZ PHARMA.

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 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 11.4.3. 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 11.2.5, 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.

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. Within [* * *] days following the Effective Date (the “Know-How Transfer Period”) (and during the [* * *] month period following the end of the Know-How Transfer Period (the “Tail Period”), if new Know-How comes to be Controlled by Alnylam during such period) Alnylam shall disclose and/or deliver to Dicerna, at Alnylam’s sole cost and expense, to the extent not previously provided, copies of all written or electronically stored data and information in Alnylam’s possession and Control relating to the Licensed Know-How which is reasonably necessary for Dicerna’s Development or Commercialization of each Product (including for regulatory purposes) (the “Transferred Know-How”). If during the Term after the Tail Period, [* * *] In addition, with respect to any Licensed Know-How in Alnylam’s possession and Control during the Term that is not otherwise subject to a disclosure obligation pursuant to this Section 2.3, Alnylam shall consider in good faith any reasonable request from Dicerna for such Licensed Know-How be disclosed to Dicerna (which disclosure shall occur, if at all, on terms mutually acceptable to both Parties). Upon Dicerna’s reasonable request, Alnylam will [* * *] consult with Dicerna on issues arising in the course of Dicerna’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. Following the Know-How Transfer Period, if Alnylam provides any assistance or consultation pursuant to this Section 2.3, Dicerna shall compensate Alnylam at the FTE Rate for any efforts by Alnylam’s employees, and Dicerna shall reimburse Alnylam for all actual out-of-pocket costs without markup that Alnylam may incur with respect to such assistance or consultation, if any, provided by any consultants or Third Parties that are not employees of Alnylam. For clarity, the preceding sentence is not intended to change financial responsibility of the Parties to bear costs as set forth elsewhere in this Section 2.3. Alnylam shall invoice Dicerna on a [* * *] basis for any of the || foregoing amounts and Dicerna shall pay all such undisputed amounts within [* * *] days following the date on which it receives each such invoice.

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. To enable Purchaser to exercise the rights granted under this Agreement, Bayer will promptly deliver or otherwise provide to Purchaser and its Representatives Licensed Know-How within the possession or Control of Bayer or any of its Affiliates. Additionally, on a commercially reasonable schedule and in a commercially reasonable format to be agreed upon by the parties, Bayer will deliver to Purchaser copies of documents, files, diagrams, specifications, designs, schematics, reports, records, laboratory notebooks, data, materials, prototypes, test devices, models and simulations, or other written, graphic, biologic, or other tangible material in Bayer’s or its Affiliates’ possession in any media, to the extent it discloses or embodies Licensed Know-How.