Technology Transfer Assistance. CytomX shall provide reasonable assistance, at no additional cost to Pfizer beyond reimbursement of FTE costs for CytomX personnel providing such assistance as provided in Section 5.3.1, to effect the timely and orderly transfer to Pfizer of the Know-How included in the Licensed Intellectual Property necessary for Pfizer’s use in performing its responsibilities under the Research Plans, and, if Pfizer exercises an Option granted to it under Section 4.1.1, for the Development, Manufacturing and Commercialization of Licensed Products pursuant to the Commercial License.
Technology Transfer Assistance. 2.7.1 At Par's request, IntelGenx shall make at least one (1) representative available at the Manufacturer's facility during production of the exhibit and Submission Batches for a Product and during the validation of the analytical methods for such Product.
Technology Transfer Assistance. In accordance with the Technology Transfer Plan, and subject to Section 7.8.3, Ionis will provide reasonable technical assistance to Praxis, at Praxis’ request, to the extent necessary or useful to exercise the rights and solely for use in accordance with the licenses granted by Ionis to Praxis hereunder (collectively, the “Technology Transfer Activities”). Ionis will perform the Technology Transfer Activities using Commercially Reasonable Efforts to accomplish such activities in an efficient and timely manner in accordance with the Technology Transfer Plan (including the budget therefor). The Parties (through the JSC, to the extent it is then-existing) may from time to time review and approve amendments to the Technology Transfer Plan, based on changes in circumstances.
Technology Transfer Assistance. 3.1. Icon shall provide Protalix with copies of all of the Icon Patents listed in Annex A within 10 (ten) days of the Effective Date.
Technology Transfer Assistance. Lilly will provide up to [***] of such consultation or other technical assistance without charge to Spruce, as Spruce may reasonably request for Spruce to assume the manufacture, Development, and Commercialization of the Licensed Product. Lilly will perform such consultation from [***] for up to [***] after the Effective Date (“Technology Transfer Period”). After the expiration of such period, if Spruce has reasonable questions with respect to technical assistance relating to Lilly’s prior work on the Licensed Compounds, Lilly will use good faith efforts to have employees or representatives, if any are available, of Lilly with knowledge relevant to the applicable question respond to such questions, provided that such employees’ and or representatives’ time in responding to such questions shall not be required to exceed [***] per [***] for up to [***] following the Technology Transfer Period.
Technology Transfer Assistance. Supplier shall provide Buyer or its designee with technical assistance reasonably requested by Buyer to transition manufacturing of the Products to Buyer (or to an affiliate of Buyer or a third party designated by Buyer), which assistance shall include making appropriate personnel available to Buyer or its designee at reasonable times and places upon reasonable notice for the purpose of assisting Buyer to understand and use the Escrowed Documentation and to practice the License granted to it under Section 4.1(b)(ii) to establish fully functional production facilities for the manufacture of Products; provided, however, that the aforementioned technical assistance to be provided by Supplier shall in no event exceed twelve (12) months from the date such new manufacturer is identified. Furthermore, upon Buyer’s request, Supplier shall engage in good faith discussions with its third party suppliers, vendors and contractors with the aim of assisting Buyer or its designee to establish relationships with such third party suppliers, vendors and contractors, to the extent such relationships are necessary or useful for the Manufacture of the Products; provided, however, that the aforementioned assistance to be provided by Supplier shall in no event exceed twelve (12) months from the date such new manufacturer is identified and shall be subject in all cases to Supplier’s reasonable internal requirements for use of human resources for Supplier operations.
Technology Transfer Assistance. Starting no later than [***] following expiration or termination of this Agreement for any reason other than when 89bio is the breaching Party under Section 12.3 and until the successful completion of the Technology Transfer, or, at any time during the Term of the Agreement upon 89bio’s request, Subject to that 89bio has fulfilled payment obligation for undisputed fees hereunder, Provider will provide, upon the request of 89bio, its assistance and cooperation in transferring the then-current Manufacturing process to a single skilled alternative manufacturing site, designated by 89bio for the purpose of Manufacturing 89bio Product for 89bio (“Technology Transfer”). As part of the Technology Transfer Provider will make available for collection, all 89bio Materials and Components and one copy of all documentation (to the extent not previously delivered to 89bio) generated pursuant to the Services (exclusive of Provider’s SOPs) up to the date of termination. 89bio shall reimburse Provider for its reasonable direct costs and expenses, and will arrange a separate Technology Transfer Agreement to govern above mentioned activities.
Technology Transfer Assistance. Simultaneously with the execution of this amendment, Auxilium and Cobra shall execute a separate amendment to the existing Technology Transfer Assistance agreement (Exhibit No. 14 to the R & D Agreement); Auxilium agrees that the technology transfer assistance program in Exhibit 14 (as amended) and under the Agreement will be carried out at the cost of Auxilium in accordance with the terms of such agreements and in particular Section IX D 3(a) of the Agreement. Auxilium acknowledges that it did not require the Technology Transfer close out meeting referred to in Section I(f) of Exhibit 14, and Cobra agrees to provide such close out meeting within 4 weeks of Auxilium’s request for such a close out meeting.
Technology Transfer Assistance. Client, at its option, may elect to engage a Third Party to perform the Services or services substantially similar to the Services during or after the termination or expiration of this Agreement. Cytovance will provide assistance to Client in transferring to the Third Party any and all of Client’s rights in Client Inventions, Client Product, Client’s licensed rights to Cytovance Inventions, and any other technology, processes, methodologies, and information necessary for the making, scale-up, processing, manufacture, filling, or bulk packaging of Client Product. However, Client shall compensate Cytovance for its time complying with this Section at an agreed-upon rate and reimburse Cytovance for its out-of-pocket expenses. Additionally, Client will be liable to Cytovance for any breach by the Third Party of any licenses from Cytovance to Client with regards to the Client Product under Section 13.5.
Technology Transfer Assistance. In order to enable Buyer to exercise its rights in the Purchased Assets, following the Closing Seller will promptly provide to Buyer all necessary cooperation and assistance reasonably requested by Buyer in connection with transferring any Technology related to the Purchased Assets. The foregoing may include providing Buyer access to Seller’s employees Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx, as long as they remain employees of Seller, in order for Buyer to ask questions and causing its employees to furnish to Buyer such information as Buyer may reasonably request from time to time. In any event, the Technology transfer shall be completed within [ * ] days after the Closing Date.
