Transfer of Biological Material and Technical Support Sample Clauses

Transfer of Biological Material and Technical Support. Upon execution of this Agreement, Dow shall transfer Biological Material and the Know-How Technology package to VGX and the Know-How Technology package will be added as Appendix X. Xxx shall provide commercially reasonable technical assistance to VGX in the use of Biological Material and Know-How Technology at Dow's prevailing hourly rate at the time technical assistance is provided.
Sample 1
AutoNDA by SimpleDocs
Transfer of Biological Material and Technical Support. Upon execution of this Agreement, Dow shall transfer Biological Material and a Know-How Technology package to Licensee and the Know-How Technology package will be added as Appendix A. [**]. Dow shall provide commercially reasonable technical assistance to Licensee in the use of Biological Material and Know-How Technology at Dow’s prevailing hourly rate at the time technical assistance is provided. Payment for the first 500 hours of such assistance shall be due only at such time, if ever, as Licensee becomes obligated to make a payment to Dow under Section 3.01. It is understood and agreed that these hours will consist of technical support/advice and shall not be used for process development activities at Dow.
Sample 1
Transfer of Biological Material and Technical Support. The Parties acknowledge that Biological Material was previously transferred to DAS pursuant to the DGTI-DAS Agreement. The Parties further acknowledge that certain materials within the Biological Material have been identified by DAS as incomplete or missing and will be listed on Schedule 2.04 to be attached hereto within thirty (30) days of the Effective Date of this Agreement. Upon execution of this Agreement, in connection with the grant of the EXECUTION COPY licenses herein, Pfenex agrees to transfer, or otherwise facilitate such transfer of, the Biological Material listed on Schedule 2.04 within ninety (90) days of its receipt of such schedule, subject to Section 2.04.01. The Parties further acknowledge that any strains of transformed Pseudomonas fluorescens genetically engineered to express Product, including proprietary strains of Pseudomonas fluorescens, proprietary plasmids and expression vectors for transforming Pseudomonas fluorescens, proprietary nucleic acid and protein based probes relating to genetic transformation of Pseudomonas fluorescens, and proprietary plasmids and expression vectors for transforming Pseudomonas fluorescens to express Product, and proprietary nucleic acid and protein based probes relating to genetic transformation of Pseudomonas fluorescens that express Product created prior to the Effective Date and since the transfer of Biological Material to DAS will be provided to DAS within ninety (90) days of its receipt of Schedule 2.04, subject to Section 2.04.01. Dow shall notify Pfenex of any materials within the Biological Materials that are non-viable within ninety (90) days of its receipt of the Biological Materials listed on Schedule 2.04 and Pfenex shall replace such materials as soon as practicable; provided that Pfenex shall have no further obligation to provide to Dow any materials within the Biological Material after such 90-day period. The Parties shall mutually agree upon a reasonable allocation of the costs and expenses related to the provision of materials from Pfenex to Dow hereunder without placing any undue burden upon Pfenex to perform other activities in connection with the smooth and continuous operation of its business. The Parties shall further mutually agree upon any technical assistance necessary in connection with such transfer upon reasonable notice during normal business hours, and in a manner that takes into account and accommodates the needs of Pfenex to perform other activities in connection with t...
Sample 1
Transfer of Biological Material and Technical Support. Upon execution of this [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Agreement, Dow shall transfer Biological Material and a Know-How Technology package to Licensee and the Know-How Technology package will be added as Appendix A. [**]. Dow shall provide commercially reasonable technical assistance to Licensee in the use of Biological Material and Know-How Technology at [**] at the time technical assistance is provided. Payment for [**]. It is understood and agreed that these hours will consist of technical support/advice and shall not be used for process development activities at Dow.
Sample 1

Related to Transfer of Biological Material and Technical Support

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Transfer of Materials In the event Acceleron exercises its rights pursuant to Section 10.5.1, Celgene shall negotiate in good faith with Acceleron regarding Celgene transferring to Acceleron, at Acceleron’s cost, materials developed under this Agreement in the course of Developing and Commercializing Licensed Compounds or Licensed Products that are directly related to Licensed Compounds or Licensed Products to the extent provided in and in accordance with such agreement.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Technical Information Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects, unpatented inventions, designs, know-how, trade secrets, technical information and data, specifications, blueprints, transparencies, test data, and additions, modifications, and improvements thereon which are revealed to Employee.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Clinical Data and Regulatory Compliance The preclinical tests and clinical trials conducted by the Company, and to the knowledge of the Company, the preclinical tests and clinical trials conducted on behalf of or sponsored by the Company, that are described in, or the results of which are referred to in, the Registration Statement, the Time of Sale Prospectus or the Prospectus were and, if still pending, are being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such studies and with standard medical and scientific research procedures and all applicable laws and regulations, including, without limitation, 21 C.F.R. Parts 50, 54, 56, 58, and 312; each description of the results of such studies is accurate and complete in all material respects and fairly presents the data derived from such studies, and the Company and its subsidiaries have no knowledge of any other studies the results of which are inconsistent with, or otherwise call into question, the results described or referred to in the Registration Statement, the Time of Sale Prospectuses or the Prospectus; the Company and its subsidiaries have made all such filings and obtained all such Permits as may be required by the Food and Drug Administration of the U.S. Department of Health and Human Services or any committee thereof or from any other U.S. or foreign government or drug or medical device regulatory agency, or health care facility Institutional Review Board (collectively, the “Regulatory Agencies”) for the operation of the Company’s business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; neither the Company nor any of its subsidiaries has received any notice of, or correspondence from, any Regulatory Agency requiring the termination, suspension or modification of any clinical trials that are described or referred to in the Registration Statement, the Time of Sale Prospectus or the Prospectus; and the Company and its subsidiaries have each operated and currently are in compliance in all material respects with all applicable rules and regulations of the Regulatory Agencies except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Clinical Data The descriptions of the results of any studies and tests conducted by or on behalf of, or sponsored by, the Company or its subsidiaries, or in which the Company has participated, that are described in the Disclosure Package and the Prospectus, or the results of which are referred to in the Disclosure Package and the Prospectus do not contain any misstatement of material fact or omit to state a material fact necessary to make such statements not misleading. The Company has no knowledge of any studies or tests not described in the Disclosure Package and the Prospectus the results of which reasonably call into question in any material respect the results of the studies, tests and trials described in the Disclosure Package or Prospectus.

  • Transfer of Technology Upon AVENTIS' request, GENTA shall promptly disclose to AVENTIS such of the GENTA TECHNOLOGY as AVENTIS determines is reasonably necessary for AVENTIS to perform its obligations or exercise its rights under this AGREEMENT. The manner of such disclosure shall be as mutually determined by the Parties in good faith and shall be at no additional cost to AVENTIS.

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

Time is Money Join Law Insider Premium to draft better contracts faster.