Know-How Transfer. As and when required in relation to a COVID R&D Plan (and from time to time during the Term if new Know-How within the CureVac Know-How comes to be Controlled by CureVac) or as soon as reasonably practicable upon GSK’s request, CureVac shall disclose and/or deliver to GSK copies of all Development Data and the CureVac Know- How that is reasonably required for GSK’s Development activities in accordance with the COVID R&D Plan (including for regulatory purposes) (“Development Transfer Materials”), with the exception, however, of all Know-How comprised in the CureVac Manufacturing Technology which shall be made available to GSK or its designee as set forth in Section 5.2.1. The technology transfer to be undertaken under this Section 4.7 shall be overseen by the Joint Steering Committee. Any transfer of Know-How pursuant to this Section 4.7 shall be carried out on the basis of a specific technology transfer plan determined in good faith by the Parties and reflected in a technology transfer addendum to this Agreement, detailing at least the following activities together with appropriate timelines: (i) the provision by CureVac of soft copies and, to the extent reasonably required by GSK, hard copies of all Development Transfer Materials; (ii) the procurement by CureVac of the services of such qualified and experienced scientists and technicians, production and quality assurance personnel, engineers, and quality checking personnel as may be reasonably necessary to support the transfer of the Development Transfer Materials. Until completion of the transfer of the Development Transfer Materials, CureVac shall build and maintain a secure, readable, accessible and complete repository of the Development Transfer Materials.
Know-How Transfer. OPKO agrees to transfer to TESARO the OPKO Know- how specified in the Technology Transfer Plan in accordance with the time-lines and other requirements set forth in such plan, and to transfer such other OPKO Know-how, as TESARO may from time to time reasonably request during the Term, promptly after such request. In addition, OPKO will, as part of transfer of OPKO Know-how, assign to TESARO those Third Party Agreements as to which TESARO specifically requests assignment and which by their terms may be assigned. To the extent the consent of any Third Party is required to assign a Third Party Agreement to TESARO, OPKO will use Commercially Reasonable Efforts to obtain such consent. In the event a Third Party Agreement is not assigned to TESARO, OPKO will, as set forth in the Technology Transfer Plan, or as otherwise requested by TESARO, use Commercially Reasonable Efforts to obtain any information or other benefits under such agreement related to access to OPKO Know-how as would be available to OPKO.
Know-How Transfer. AEVI will provide to KKC all data and information generated during the Term necessary for the development and/or commercialization of the relevant Licensed Products and assign (or, if applicable, cause its Affiliate to assign) to KKC all of AEVI’s (and such Affiliate’s) entire right, title and interest in and to all such data and information. AEVI will provide to KKC the tangible embodiments of all other Know-How Controlled by AEVI and its Affiliates in existence as of the effective date of such termination relating to the Development, Manufacturing, and Commercialization of the Licensed Products, including without limitation AEVI’s manufacturing processes, techniques and trade secrets necessary for and used in the manufacture of such Licensed Products as of the effective date of such termination and all Know-How specifically relating to any composition, formulation, method of use or manufacture of such Licensed Products. AEVI will grant, and hereby does grant effective as of the effective date of such termination, to KKC a non-exclusive, irrevocable, royalty-free, transferable, sublicensable, worldwide right and license under such Know-How for developing, making, using, importing, selling and offering for sale Licensed Products. AEVI will reasonably cooperate with KKC to assist KKC with understanding and using the Know How provided to KKC under this Section 11.4.3. If AEVI has decided to abandon all of its Development and/or Commercialization efforts with respect to the Licensed Product, and this Agreement is terminated pursuant to Section 11.2.6, AEVI will provide to KKC all technology resulting from such abandoned Development and/or Commercialization efforts. KKC will have a royalty-free, irrevocable, world-wide, unlimited license to such abandoned Development and/or Commercialization efforts including the right to sublicense and to contract with Third Parties for further Development and/or Commercialization.
Know-How Transfer. Contemporaneously with the Parties’ execution of this Agreement (either in person in New York, New York, or at BUZZZ PHARMA’s discretion, by shipment on the Termination Date via the method chosen by BUZZZ PHARMA), Zynerba shall transfer, to the extent commercially reasonable and without representation or warranty, copies of those portions of relevant lab notebooks and any pre-existing paper or electronic documents, records, files, or reports that relate solely to the Patent, the Product, the Stud(ies), and the Project (as such terms are defined under the Development Services Agreement) (collectively, “the Project Know-How”), and Zynerba shall provide BUZZZ PHARMA with written certification from Xxxx Xxxxx that such transfer is reasonably complete. Should BUZZZ PHARMA thereafter notify Zynerba that such production is incomplete or insufficient and specifically identify in writing missing documents or categories of documents and provide a reason why BUZZZ PHARMA believes they exist, Zynerba shall use commercially reasonable efforts to provide BUZZZ PHARMA, as expeditiously as possible, with any documents, or categories of documents, specifically identified as missing. Zynerba is under no obligation to compile, author, or create any additional documents for BUZZZ PHARMA concerning the Patent, the Product, the Study(ies), and/or the Project. Within 60 days of the Termination Date, upon five-days’ notice from BUZZZ PHARMA, Zynerba shall make available to BUZZZ PHARMA, for either in-person or telephonic conferences (at BUZZZ PHARMA’s sole discretion, provided that any required travel would be at BUZZZ PHARMA’s sole cost and expense) at a mutually convenient date and time during regular business hours of 9:30 am to 5:30 pm, the consulting services of Xxxx Xxxxx regarding the Patent, the Product, the Stud(ies), and the Project, for an aggregate of 20 hours (including travel time). To the extent Zynerba uses Xxxx Xxxxx to compile, collect, review, analyze or otherwise be involved in the transfer of the Project Know-How to BUZZZ PHARMA, any part of Xxxx Xxxxx’ time dedicated to such activities, before or after the Termination Date, shall not be counted against the 20 hours for which Xxxx is to be available for consulting services to BUZZZ PHARMA.
Know-How Transfer. Penwest agrees to transfer to Trevi the Penwest Know-how specified in the Technology Transfer Plan, including all preclinical and clinical data, and manufacturing information, if any, in accordance with the time-lines and other requirements set forth in such plan. In the event Penwest Know-how is in the possession of a Third Party, Penwest will, at the request of Trevi, use Commercially Reasonable Efforts, to obtain such information from such Third Party so that such information may be made available to Trevi under this Section. All external costs incurred in connection with this effort will be the responsibility of Trevi.
Know-How Transfer. (a) Promptly after the execution of this Agreement, AcceleMed will transfer to Nalu any technical information, materials, methods and/or other know-how (collectively, “Know-How”) Controlled by AcceleMed that are necessary or useful for the practice of the AcceleMed Assigned Patents or the AcceleMed Licensed Patents in the Nalu Field. During the Capture Period, AcceleMed agrees to promptly disclose to Nalu in reasonable detail any AcceleMed Improvement Patents, and transfer to Nalu any Know-How Controlled by AcceleMed that is necessary or useful for the practice of any AcceleMed Improvement Patents in the Nalu Field. Nalu and its sublicensees shall have the right to use Know-How described in this Section 2.5(a) in connection with the practice of AcceleMed Licensed Patents and AcceleMed Improvement Patents solely in the Nalu Field.
Know-How Transfer. Pieris shall provide AstraZeneca with reasonably requested Pieris Know-How (such as protocols or Data) and reasonable access to Pieris personnel as are reasonably required in order for AstraZeneca to Develop the Lead Product as contemplated under this Agreement at no further cost to AstraZeneca. In case Pieris exercises the Lead Product CoDev Option, AstraZeneca shall provide Pieris with reasonably requested AstraZeneca Know-How (such as protocols or Data) and reasonable access to AstraZeneca personnel that are reasonably required in order for Pieris to co-Develop the Lead Product as contemplated under this Agreement at no further cost to Pieris.
Know-How Transfer. BAXTER agrees to disclose and transfer to ALSIUS Know-How necessary for ALSIUS to apply the DURAFLO Treatment to ALSIUS Products and to test and evaluate Treated ALSIUS Products. ALSIUS shall apply all DURAFLO Treatments to ALSIUS Products at wholly (100%) owned ALSIUS manufacturing facilitates in accordance with the confidentiality requirements of this Agreement, or at ALSIUS controlled manufacturing facilities which shall be bound by the confidentiality requirements of this Agreement.
Know-How Transfer. After the Closing Date, as reasonably requested by Purchaser from time to time, qualified personnel from Seller or its Affiliates familiar with the Records will meet or participate in telephone conference calls with personnel from Purchaser or Purchaser’s designee at such times, and in the case of in-person meetings, at such venues, to be agreed upon by the Parties as reasonably necessary to exchange knowledge necessary to fully transfer all of the Purchased Assets. Each of the Purchaser Manager and the Seller Manager shall serve as each party’s manager of the know-how transfer pursuant to this Section 6.6. The activities contemplated by this Section 6.6 shall continue through the [***] anniversary of the Closing Date. Seller acknowledges that it shall receive no consideration from Purchaser or its Affiliates in respect of its obligations under this Section 6.6.
Know-How Transfer. Licensee shall provide reasonable consultation and assistance for a period of no more than [***] for the purpose of disclosing and providing to Mirati, all Licensee Know-How not already in Mirati’s possession that is relevant to the Compound and any Licensed Product.
