Common use of Know-How Transfer Clause in Contracts

Know-How Transfer. As soon as possible and no later than [*] after C4T’s receipt of the Upfront Payment, 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 later than [*] after the Effective Date, C4T shall develop and submit to [*] a draft Know-How transfer plan (the “Know-How Transfer Plan”), which plan, among other things, will set forth a reasonable process (including a verification and acceptance standard and procedure) 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 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 by the Parties in the Know-How Transfer Plan.

Know-How Transfer. (a) As soon as possible 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 no later than [*] after C4T’s receipt of the Upfront Payment, C4T will provide and transfer [*] supply to Licensee copies of C4T 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 relevant manufacturing technologyreasonable, the transfer documented and direct costs and expenses of Third Parties actually incurred by Myogen, which will be performed pursuant paid for by GSK) and to Section 5.3the 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 C4T’s possession as of the Effective Date that is Field in the Territory. [..**..] for ACTIVE/119414966.70 Licensee’s performance = 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. (either by itselfe) Myogen will, or through will cause its AffiliatesThird Party contract manufacturer to, Sublicensees at no cost or subcontractors) expense to GSK (other than the reasonable, documented and direct costs and expenses of this Agreement (the “Initial Know-How Transfer”Third Parties actually incurred by Myogen, which will be paid for by GSK). C4T shall make such C4T Know-How available in such form , provide to GSK or its Affiliate or Third Party contract manufacturer, technical transfer support as [*] reasonably requested by Licensee. As soon as possible and no later than [*] after the Effective Date, C4T shall develop and submit GSK in order for GSK to [*] commence setting up a draft Know-How transfer plan (the “Know-How Transfer Plan”), which plan, among other things, will set forth a reasonable process (including a verification and acceptance standard and procedure) and schedule supply chain for the transfer Manufacture of all C4T Know-How that comes to be in C4T’s possession after the Effective Date and is [*] for Licensee (either itself, or 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 by the Parties in the Know-How Transfer PlanCompound and/or Product.

Know-How Transfer. As soon as possible and no later than Within [* * *] after C4T’s receipt of the Upfront Payment, 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 days following 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 later than [*] after the Effective Date, C4T shall develop and submit to [*] a draft Know-How transfer plan (the “Know-How Transfer PlanPeriod”), which plan, among other things, will set forth a reasonable process ) (including a verification and acceptance standard and procedure) and schedule for during 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 through its Affiliates or subcontractors) to perform this Agreement (month period following 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 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 C4T shall provide 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, [* * *] of hours of free technical supportIn addition, consultation with respect to any Licensed Know-How in Alnylam’s possession and assistance 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 qualified personnel Dicerna on issues arising in the course of Dicerna’s Research, Development or Commercialization and in connection with the Know-How Transfer; any request related to a Product from any Regulatory Authority, including regulatory, scientific, technical and (iv) C4T shall report on the performance and status of the Subsequent Know-How Transfer to[*]clinical testing issues. The completion of Following the Know-How Transfer Period, if Alnylam provides any assistance or consultation pursuant to this Section 2.3, Dicerna shall be subject 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 [* * *] to be agreed by basis for any of the Parties in || foregoing amounts and Dicerna shall pay all such undisputed amounts within [* * *] days following the Know-How Transfer Plandate on which it receives each such invoice.