Transfer Activities Clause Samples

Transfer Activities. 4.1.1 In addition to its obligations under Section 3.2, AstraZeneca will provide reasonable access to and make its qualified and technical personnel with knowledge of the research and development of the Compounds, as reasonably required to assist with the transfer of such Product Know-How, reasonably available to Mereo in person at AstraZeneca’s facilities or by teleconference during normal business hours to (a) facilitate the transfer of Product Know-How in accordance with Section 4.1.3 and the Transferring Assets and (b) assist Mereo in familiarizing its personnel with any intellectual property comprised in the Transferred Assets ((a) and (b) together being the Tech Transfer Support”). Representatives of AstraZeneca and Mereo shall meet in person or by teleconference as reasonably required, to facilitate the timely and efficient transfer of knowledge and technology.

Transfer Activities. Schedule 3 sets forth the documentation and materials that Pfizer will transfer to Licensee, personnel support, and related activities to be performed by the Parties.

Transfer Activities. (a) Bioheart will supply drafts of impacted manufacturing procedures, on-line test procedures, fixture drawings, equipment specifications or other necessary documentation to convey the change to B▇▇▇▇▇. (b) Bioheart will provide training and certification to the B▇▇▇▇▇ transfer support team for new designs. This training includes understanding of the Specification and unique process activities and testing. (c) B▇▇▇▇▇ will be responsible for implementing processes, which include validations, on-line verification testing, inspections, qualifications, and any other assembly, test, and equipment documentation necessary. Bioheart technical support will be available throughout the transfer process and any necessary validation process. (d) Bioheart will provide technical support to B▇▇▇▇▇ as needed after the design transfer activities are completed.

Transfer Activities. As soon as practicable after the Effective Date, Bunge Netherlands and Solazyme, Inc. shall perform, or cause to be performed, all acts necessary for the transfer of the quotas of SB Oils, including the following: (a) An amendment to the Articles of Association of SB Oils in the form set forth in Attachment 1, which contemplates the transfers described in Section 3.1, and approving the adoption of such amended Articles of Association and the election of the SB Oils Officers to be elected as of such time; and (b) The respective quotaholders shall subscribe and pay in cash for their respective quotas acquired, as described herein.

Transfer Activities. ImmunoGen has requested [***] to transfer ownership of IND [***] (AVE1642) (the “AVE1642 IND”) to ImmunoGen, and will use commercially reasonable efforts to cause such transfer to be effected as promptly as practicable; provided that ImmunoGen shall be under no obligation to accept the transfer of the AVE1642 IND unless and until it has been placed on inactive status, the final clinical study report has been filed and all reporting obligations of the IND holder have been satisfied. If and when [***] transfers ownership of the AVE1642 IND to ImmunoGen, it shall so notify Licensee and, upon Licensee’s request, ImmunoGen agrees to provide a letter to the FDA and Licensee granting Licensee the right to reference the AVE1642 IND. ImmunoGen makes no representation or warranty to Licensee as to the accuracy or completeness of any of the information contained in the AVE1642 IND, or in the adequacy or sufficiency of the right to reference the AVE1642 IND for Licensee’s purpose in Developing Products. ImmunoGen shall transfer the Licensed Material listed to Licensee as promptly as possible after the Effective Date. If, after the Effective Date, ImmunoGen identifies any materials or documentation, or otherwise becomes aware of any materials or documentation, other than Licensed Material listed on Schedule 1.41, that is Controlled by ImmunoGen as of the Effective Date and necessary or useful to Develop, Manufacture, Commercialize, or otherwise exploit the Products, then such additional materials or documentation shall be deemed to be included within the definition of “Licensed Material” for all purposes under this Agreement, and ImmunoGen shall promptly transfer such materials and documents to Licensee. For purposes of clarity, ImmunoGen shall provide Licensee with full access to the information included in the AVE1642 IND, when and if such information has been transferred by [***] to ImmunoGen, and to make copies thereof (at Licensee’s expense), but ImmunoGen shall have no obligation to transfer ownership of the AVE1642 IND to Licensee.

Transfer Activities. Schedule 4 sets forth the documentation, materials and Licensed Know-How that Pfizer will transfer to Licensee or its designee and related activities and services to be performed by the Parties. If there is an inconsistency between Schedule 4 and this Agreement, the terms of this Agreement shall prevail.

Transfer Activities. 3.1. Transfer Activities. Schedule 3 sets forth the documentation and materials that Pfizer will transfer to Pyxis and related activities to be performed by the Parties following the Agreement Effective Date and A&R Effective Date, as applicable. Pfizer shall use Commercially Reasonable Efforts to conduct the transfer activities set forth on Schedule 3 in accordance with the timelines and other requirements set forth therein. [***].

Transfer Activities. (a) Immediately after documentation by Licensee in writing that the payments payable by Licensee to AstraZeneca under Section 4.1 (Upfront Payment) have been made, AstraZeneca and Licensee will comply with the Transition Plan and initiate the transfer activities contemplated thereunder (the “Transition Activities”). (b) AstraZeneca will use commercially reasonable efforts to carry out all Transfer Activities assigned to it under the Transition Plan, as amended from time to time in accordance with Section 3.2.2(a), in accordance with the timelines and payment terms set forth in the Transition Plan. The Transition Activities include, without limitation, (a) certain technology transfer activities, (b) [***] and (c) transitional Manufacturing of drug product by AstraZeneca. Licensee will not be responsible for any delay in performance by Licensee of its obligations under this Agreement (including its diligence obligations as set forth in Section 3.1.2) caused by AstraZeneca’s delay in carrying out any Transition Activities. (c) For a period up to [***], if either Party identifies any AstraZeneca Regulatory Documentation or AstraZeneca Know-How in the respective Schedules, that were not previously delivered to Licensee, either Party shall notify the other Party of such identification, and AstraZeneca and its Affiliates shall use its commercially reasonable efforts to disclose and make available to Licensee such AstraZeneca Regulatory Documentation or AstraZeneca Know-How that Licensee reasonably requires, including in connection with preparing, filing, obtaining, and maintaining Regulatory Documentation for Licensed Products in the Field in the Territory.

Transfer Activities. Schedule 3 sets forth the documentation that Anacor will transfer to Licensee and related activities to be performed by the Parties.