Common use of Know-How Transfer Clause in Contracts

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. (a) As soon as reasonably practicablepossible and no later than [*] after C4T’s receipt of the Upfront Payment, but C4T will provide and transfer [*] to Licensee copies of C4T Know-How (other than the relevant manufacturing technology, the transfer of which will be performed pursuant to Section 5.3) in C4T’s possession as of the Effective Date that is [*] for ACTIVE/119414966.70 Licensee’s performance (either by itself, or through its Affiliates, Sublicensees or subcontractors) of this Agreement (the “Initial Know-How Transfer”). C4T shall make such C4T Know-How available in such form as [*] requested by Licensee. As soon as possible and no event more later than sixty [*] after the Effective Date, C4T shall develop and submit to [*] a draft Know-How transfer plan (60the “Know-How Transfer Plan”), which plan, among other things, will set forth a reasonable process (including a verification and acceptance standard and procedure) Business Days and schedule for the transfer of all C4T Know-How that comes to be in C4T’s possession after the Effective Date and is [*] for Licensee (either itself, or as otherwise through its Affiliates or subcontractors) to perform this Agreement (the “Subsequent Know-How Transfer”, together with the Initial Know-How Transfer, the “Know-How Transfer”). [*] will review and discuss, and determine whether to approve the Know-How Transfer Plan no later than [*] following C4T’s submission of such plan. The Know-How Transfer Plan shall provide that (i) C4T shall provide all [*] assistance to Licensee to complete the Know-How Transfer; (ii) C4T shall make available [*] quantities of materials and information required to support the ongoing Know-How Transfer; (iii) C4T shall make available qualified personnel to assist with the performance of the Know-How Transfer and C4T shall provide [*] of hours of free technical support, consultation and assistance [*] with qualified personnel in connection with the Know-How Transfer; and (iv) C4T shall report on the performance and status of the Subsequent Know-How Transfer to[*]. The completion of the Know-How Transfer shall be subject to [*] to be agreed to by the Parties in writing, Myogen will disclose and supply to GSK all ▇▇▇▇▇▇ the 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 substanceTransfer Plan. (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. (a) As soon as reasonably practicable, but in no event more than sixty (60) Business Days after Within [* * *] days following the Effective Date or as otherwise agreed to by (the Parties in writing, Myogen will disclose and supply to GSK all ▇▇▇▇▇▇ “Know-How Transfer Period”) (and Myogen during the [* * *] month period following the end of the Know-How existing as of Transfer Period (the Effective Date“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 that it has not already been provided previously provided, copies of all written or electronically stored data and information in Alnylam’s possession and Control relating to GSK prior to or on the Effective Date, including, without limitation, all Licensed Know-How relating to which is reasonably necessary for Dicerna’s Development or Commercialization of each Product (including for regulatory purposes) (the Manufacture of Compound drug substance. (b) From time to time “Transferred Know-How”). If during the Term after the initial transfer 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 7.2(a) or as may be reasonably requested by GSK, Myogen will promptly disclose 2.3. Alnylam shall invoice Dicerna on a [* * *] basis for any of the || foregoing amounts and supply GSK with any updates or additions to Abbott Know-How and Myogen Know-HowDicerna shall pay all such undisputed amounts within [* * *] days following the date on which it receives each such invoice. (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.