Technology Transfer; Transition of Activities Sample Clauses

Technology Transfer; Transition of Activities. As soon as reasonably practicable following the Effective Date (but in all cases within thirty (30) days after Chimerix’s receipt of the upfront payment pursuant to Section 5.1), Chimerix shall (i) disclose to Merck in English (and deliver in an electronic format, or in written format to the extent that electronic format is not available) all Chimerix Know-How as and to the extent embodied by the Compound or Product, (ii) transfer to Merck all materials (other than Inventory) related to a Compound or Product in Chimerix’s (or any of its Affiliate’s) possession or Control, and (iii) transfer and assign to Merck all Regulatory Documentation in Chimerix’s (or any of its Affiliate’s) possession or Control (including the transfer to Merck of a database that contains all relevant information regarding adverse events that have been observed during any clinical trials or studies with respect to a Compound or Product prior to the Effective Date), including the transfer and assignment of IND #103,150 to Merck. Thereafter during the Term, Chimerix shall cooperate with Merck and promptly disclose to Merck in English (and deliver in an electronic format, or in written format to the extent that electronic format is not available) any other intellectual property relating to a Compound or Product (or the development, making, use or sale thereof, or the Research) as may be developed or identified by Chimerix (or its Affiliates), to the extent that Merck has a license thereto under this Agreement. Chimerix shall assist Merck to ensure an orderly transition and uninterrupted development of the Compound, including providing technical assistance to Merck (or its designee) in connection therewith from time to time during the Term as requested by Merck; provided, however, that with respect to any such technical assistance under this Section 3.1 as well as with respect to any Manufacturing Consultation provided under Section 3.2.2, in each case, that is requested by Merck after the ninety (90) day anniversary of the Effective Date (such period from the Effective Date through the ninety (90) day anniversary of the Effective Date, the “Transfer Period”), Merck shall reimburse Chimerix (within thirty (30) days after a receipt of an itemized invoice from Chimerix) for those reasonable costs and expenses for such technical assistance under this Section 3.1 or Manufacturing Consultation under Section 3.2.2 (including on a pro-rata basis the FTE rate of [...***...] per FTE per annum for...
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Technology Transfer; Transition of Activities. As soon as reasonably practicable following the Effective Date (but in all cases within [*] or such other period of time as agreed to by the Parties), NewLink shall (i) transfer to Merck (or its designee) all materials (other than Inventory) related to Compound or Product in NewLink’s (or any of its Affiliate’s or contractor’s) possession or Control, including [*], and (ii) transfer and assign to Merck (or its designee), and NewLink hereby does transfer and assign to Merck, all Regulatory Documentation (other than the Existing IND) related to Compound or Product (including the transfer to Merck of a database that contains all relevant information regarding adverse events that have been observed during any clinical trials or studies with respect to Compound or Product prior to the Effective Date). In addition, upon Merck’s request, NewLink shall transfer and assign to Merck (or its designee) [*] (the “Existing IND”). NewLink shall assist Merck, and each Party shall reasonably cooperate, to ensure [*], including providing [*] in connection therewith. As used herein, the term “Regulatory Documentation” means all applications, registrations, licenses, authorizations and approvals (including all Marketing Authorizations), all correspondence submitted to or received from Regulatory Authorities (including [*]) and all supporting documents in connection therewith, and all reports and documentation in connection with clinical studies and tests (including [*]), and [*] in any of the foregoing, including all INDs, BLAs, [*], in each case related to a Compound and/or Product.
Sample 1

Related to Technology Transfer; Transition of Activities

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • Development Activities NovaDel shall not be required to commence any Development Activities until Licensee has paid at least twenty-five percent (25%) of the non-refundable License Fee described in Section 4.4.

  • Restricted Activities The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:

  • Permitted Activities The Executive shall devote his entire business time, attention and energies to the Business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:

  • Outside Activities Subject to the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.

  • LIMITED ACTIVITIES Except for activities in connection with the Offering, the Formation Transactions or in the ordinary course of business, the Operating Partnership and the Operating Partnership Subsidiaries have not engaged in any material business or incurred any material obligations.

  • Transition Planning 28 4.5. Control of Other Party's Business . . . . . . . . . 28

  • Marketing Activities The Borrower will not, and will not permit any of its Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with the Oil and Gas Properties of the Borrower and its Subsidiaries that the Borrower or one of its Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

  • Competing Activities Notwithstanding any duty otherwise existing at law or in equity, (i) neither a Member nor a Manager of the Company, or any of their respective affiliates, partners, members, shareholders, directors, managers, officers or employees, shall be expressly or impliedly restricted or prohibited solely by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever and (ii) except as otherwise agreed in writing or by written Company policy, each Member and Manager of the Company, and their respective affiliates, partners, members, shareholders, directors, managers, officers and employees, shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company.

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