Common use of Technology Transfers Clause in Contracts

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. Within thirty sixty (3060) calendar days of following the execution of this AgreementPayment Date, ACEA shallPSC will, at no charge to Sorrento, deliver to Sorrento all written summary of the Licensed Know-How as described on Exhibit C. Thereafter over the next six months, on a schedule to be mutually approved by the Parties, PSC will provide such additional Know-How relating to the research, development, use, manufacture, or other commercialization of Licensed Materials and/or Licensed Products, . Any additional specific training shall be mutually determined at fair compensation and provide Sorrento all reasonably requested assistance relating theretoaccomplished under the Master Services Agreement and specific statements of work. Thereafter, on a quarterly basis or during the two year period following the Agreement Date, as otherwise reasonably requested by Sorrento, ACEA PSC will promptly transfer to Sorrento any new additional Licensed Know-How as acquired by PSC that is reasonably necessary or useful to enable Sorrento to exercise the rights and licenses granted by ACEA PSC to Sorrento hereunder. Without limiting the foregoing, at Sorrento’s request, ACEA PSC shall disclose (and provide copies or provide access to make copies, as applicable) to either 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 AgreementSorrento, 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 Sorrentomanufacturer) the right to reference any and all information, data, filings or materials filed with Regulatory Authorities by or on behalf of ACEA PSC 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 PSC shall make available to Sorrento, at ACEA’s sole expense[…***…], such advice of the personnel of ACEA PSC 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.