Technology Transfers Clause Samples

Technology Transfers. (a) Toshiba will make available to Flash Partners its 90 nanometer [***] process technology applicable to the manufacturing and testing of NAND Flash Memory Products ("NAND Process Technology") on the fastest practicable [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. schedule. All process integration for new processes will be led by Toshiba employees at the Yokkaichi Facility to the extent reasonably possible. Toshiba will cause its employees, including its advanced microelectronics center employees, to cooperate in achieving an efficient transition from development module to operating process and volume production. Flash Partners will establish a pilot line where (unless impracticable) substantially all tests for 300 millimeter NAND technology will be conducted. (b) Whenever a technology transfer is required hereunder, Toshiba shall deliver such level of NAND Process Technology to the Y3 Facility as would be normal practice by the Toshiba Semiconductor Company whenever it transfers a technology to a new manufacturing facility or transfers a new or advanced technology to an existing manufacturing facility in order to achieve successful implementation of the newly transferred technology. (c) A technology transfer hereunder shall be deemed complete when the transferred technology passes a reasonable qualification procedure to be mutually agreed upon by the Parties. (d) [***] (e) [***]

Technology Transfers. 23 ARTICLE 8.................................................................. 23

Technology Transfers. The obligations of the Parent Parties under the JV Agreements to make available to the JVs certain process technology are hereby extended to process technology developed under the Amended JMDY Agreement, the Product Development Agreement, or the Common R&D Agreement and applicable to the manufacturing and testing of BiCS Products (“BiCS Process Technology”). Transfers of BiCS Process Technology to the JVs will be made in the manner provided in the JV Agreements with respect to NAND process technology and on a schedule consistent with the applicable JV Business Plan providing for the first manufacture of BiCS Products in the Yokkaichi Facility. All process integration for manufacture of BiCS Products at the Yokkaichi Facility for new processes originating from the Yokkaichi Facility or Other Toshiba Facilities, including ****, shall be led by Toshiba and its employees, to the extent reasonably possible. ****

Technology Transfers. Provided that the Client is not then in breach of its obligations under this Agreement, Patheon shall, at the Client's expense, provide such assistance as is reasonably necessary to assist the Client in transferring the manufacture of Product to another facility including manufacturing processes and analytical methods; provided, however, no competitor of Patheon shall be permitted to have access to the Manufacturing Site. ARTICLE

Technology Transfers. 8.1 Each of the parties hereby agrees to license to the Company, on a non-exclusive, nontransferable, fully paid up basis, any and all technology, know how, software, operating practices and similar intangible assets held by such party that are used exclusively in the Business of the Company and that were not previously transferred to the Company or a subsidiary of the Company and to execute and deliver all documents reasonably necessary to effect or memorialize such license agreement. 8.2 The parties shall cause the Company to license to NNBR on a non-exclusive, non-transferable, fully paid basis, any and all technology, know how, software, operating practices and similar intangible assets now or hereafter held by the Company that are used in the manufacture of precision steel balls and to execute and deliver all documents reasonably necessary to effect or memorialize such agreement.

Technology Transfers. Promptly following the Effective Date, OBI and Licensee shall cooperate to define the scope and content of the transfer of OBI Know-How from OBI to Licensee as necessary or useful for the further packaging and commercialization of the Licensed Products (the "Tech Transfer Scope"). Promptly thereafter, OBI shall disclose and provide Licensee with any and all OBI Know-How then existing which falls within the Tech Transfer Scope and shall provide to Licensee competent and knowledgeable assistance to reasonably facilitate the transfer of such OBI Know-How to and for the use of Licensee in accordance with the terms of this Agreement.

Technology Transfers. Within thirty (30) calendar days of the execution of this Agreement, ACEA shall, at no charge to Sorrento, deliver to Sorrento all Licensed Know-How relating to the research, development, use, manufacture, or other commercialization of Licensed Materials and/or Licensed Products, and provide Sorrento all reasonably requested assistance relating thereto. Thereafter, on a quarterly basis or as otherwise reasonably requested by Sorrento, ACEA will promptly transfer to Sorrento additional Licensed Know-How as is reasonably necessary or useful to enable Sorrento to exercise the rights and licenses granted by ACEA to Sorrento hereunder. Without limiting the foregoing, at Sorrento’s request, ACEA shall disclose (and provide copies or provide access to make copies, as applicable) to Sorrento or on a need-to-know basis to a Third Party manufacturer selected by Sorrento who is bound by confidentiality obligations that are at least as restrictive as the terms of this Agreement, all Licensed Know-How that is reasonably necessary or useful in the manufacturing (including quality assurance and control testing, filling, labeling, packaging, finishing, storage and shipping, as applicable) of the Licensed Materials and/or Licensed Products, and provide the appropriate authorizations to such Regulatory Authority(ies) allowing Sorrento (or its Third Party manufacturer acting on behalf of Sorrento) the right to reference any and all information, data, filings or materials filed with Regulatory Authorities by or on behalf of ACEA or its permitted contractors to support any filings or applications submitted to a Regulatory Authority with respect to the Licensed Materials and/or Licensed Products in the Territory (together with supporting documentation) (or changes thereto) to permit manufacture by Sorrento or its designee. In connection with the foregoing provisions, ACEA shall make available to Sorrento, at ACEA’s sole expense, such advice of the personnel of ACEA and its contract manufacturers as may reasonably be requested by Sorrento in connection with such transfer, to facilitate the understanding and implementation of such manufacturing related Licensed Know-How to manufacture the Licensed Materials and Licensed Products.

Technology Transfers. 4.1 Technology Transfer. NVCR shall use good faith efforts to, within [***] days of the Effective Date, provide and transfer to Zai the NVCR Know-How which shall be that exists on the Effective Date and was not previously provided to Zai (the “Initial Technology Transfer”). Thereafter, during the Term, NVCR shall (a) at each meeting of the JSC (and, in any event, on a quarterly basis if any JSC meeting is not held in a particular Calendar Quarter), provide Zai with a summary of additional NVCR Know-How (if any) developed or included in the License and details of any Product Updates and Product Improvements developed [***], (b) transfer any such NVCR Know-How and Product Updates to Zai [***], and (c) provide Zai with reasonable access to NVCR personnel involved in the research and Development of Licensed Products, either in person at NVCR’s facility or by teleconference (the “Continuing Technology Transfer,” and together with the Initial Technology Transfer, the “Technology Transfer”). Thereafter, during the Term, at JSC meetings, NVCR shall keep Zai reasonably informed of NVCR’s Development activity as it relates to Zai’s Development and Commercialization in the Territory. For the avoidance of doubt, NVCR personnel shall not be obligated to travel to Zai’s facilities, and NVCR’s transfer obligations under this Section 4.1 shall apply solely to the extent the NVCR Know-How is reasonably necessary to support Zai’s Development and Commercialization of the Licensed Product in the Field in the Territory in accordance with this Agreement.

Technology Transfers. The Parties shall, within [***] days of the Effective Date, agree in accordance with this Section 5.2 on a plan to perform (either directly or via the applicable ImmunoGen contract manufacturing organization) technology transfers to Jazz, its Affiliate, or Permitted Third Party Service Provider (the “Technology Transfer Plan”), for the purpose of enabling Jazz to exercise its rights under this Agreement with respect to manufacture of the Licensed Product, including the manufacture of each of [***], each of which shall be the subject of a separate technology transfer if requested by Jazz. ImmunoGen shall prepare a draft Technology Transfer Plan and provide it to Jazz for Jazz’s review and comments. ImmunoGen shall incorporate Jazz’s reasonable comments into the draft Technology Transfer Plan to generate the final Technology Transfer Plan. As part of such Technology Transfer Plan, the Parties shall agree on terms relating to (a) provision of the applicable Technical Transfer Materials to Jazz, its Affiliate, or its Permitted Third Party Service Provider, (b) provision of reasonable and customary on-site support at the facilities of Jazz or its Affiliate or Permitted Third Party Service Provider, as applicable, (c) participation in technical exchange meetings, (d) review of draft batch records, (e) provision of reasonable assistance to facilitate Jazz’s entry into a direct agreement with one or more contract manufacturing organizations, and (f) provision of technical supervision during the manufacture and release of any batches necessary to demonstrate that the technology transfer is complete; provided, that, such technical support for each such technology transfer shall not require more than [***] hours of ImmunoGen’s personnel and shall not be required to be provided after the [***] month anniversary of the Effective Date. Each Party shall perform the activities allocated to it under the Technology Transfer Plan in accordance with the timelines set forth therein, provided that the Parties shall adjust such timelines in the Technology Transfer Plan as reasonably necessary due to technical issues. All costs of the foregoing technology transfer activities shall be [***], provided that if Jazz enters into an agreement with a contract manufacturing organization to transfer a validated process, Jazz shall be responsible for [***] of the costs in connection with validation campaigns undertaken by such contract manufacturing organization and, to the extent material...