Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Technology Transfer clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Technology Transfer. Upon termination or during the notice period for termination of this agreement, other than where Customer is the "Defaulting Party," Customer may seek assistance from CMC for the transfer to a single skilled and qualified manufacturer of the then-current Process solely for the purpose of manufacturing Product for Customer ("Technology Transfer"); provided, that CMC is not obligated to transfer any CHEF1 Property. Following CMC's receipt of that request, the parties will establish a schedule and ...plan for effecting the transfer and CMC will cooperate with Customer in implementing that plan. As part of the Technology Transfer CMC will make available for collection, subject to any Regulatory Obligations and rights of third parties and Section 12.6.2, all Customer Materials, Cell Line and one copy of all documentation (to the extent not previously delivered to Customer) generated pursuant to the Services (exclusive of CMC's SOPs) up to the date of termination. CMC CONFIDENTIAL 18 [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.] 13.2 Limits. The obligations of CMC under Section 13.1 will only be exercisable by Customer within a period of 180 days after the date of termination and CMC is not obliged to commit any human resources greater than 60 FTE days. Customer must pay CMC's costs of cooperating with and providing the Technology Transfer at a daily FTE rate of $2,000 or as agreed upon in a Work Statement and all other costs will be charged at cost plus 10%. Customer will not, and CMC will not be obliged to, transfer any CMC Intellectual Property Rights or CMC IPR pursuant to this Technology Transfer until the contract manufacturer to whom the Process is transferred enters into a confidentiality agreement and limited royalty free license to use CMC's Confidential Information, CMC Intellectual Property Rights and CMC IPR solely in connection with the manufacture of Customer's Product with Customer in order to protect CMC's Confidential Information, CMC Intellectual Property Rights and CMC IPR.View More
Technology Transfer. Upon termination or during the notice period for termination of this agreement, other than where agreement or at any time upon Customer's reasonable request and at Customer's reasonable cost, CMC will provide assistance to Customer is the "Defaulting Party," Customer may seek assistance from CMC for the transfer to a single skilled and qualified manufacturer of the then-current Process solely for the purpose of manufacturing Product for Customer Customer, including transfer of documentation, spe...cifications (including raw material specifications) and process validation documents related to the Process or Product ("Technology Transfer"); provided, that CMC is not obligated to transfer any CHEF1 Property. [***]. Following CMC's receipt of that request, the parties will establish a schedule and plan for effecting the transfer and CMC will cooperate with Customer in implementing that plan. As part of the Technology Transfer CMC will make available for collection, subject to any Regulatory Obligations and rights of third parties and Section 12.6.2, all Customer Materials, Cell Line and one copy of all documentation [***] (to the [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED CMC CONFIDENTIAL FOR DISCUSSION ONLY 16 extent not previously delivered to Customer) generated pursuant to the Services (exclusive of CMC's SOPs) up to the date of termination. CMC CONFIDENTIAL 18 [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.] 13.2 Limits. The In the case of termination by CMC, the obligations of CMC under Section 13.1 will only be exercisable by Customer within a period of 180 [***] days after the date of termination and CMC is not obliged to commit any human resources greater than 60 [***] FTE days. In any event of Technology Transfer other than with respect to termination by CMC under Section 12.3.1 or by Customer under Section 12.2, Customer must pay CMC's costs of cooperating with and providing the Technology Transfer at a daily FTE rate of $2,000 or as agreed upon in a Work Statement [***] Euros and all other costs will be charged at cost plus 10%. cost. Customer will not, and CMC will not be obliged to, transfer any CMC Intellectual Property Rights or CMC IPR pursuant to this Technology Transfer until unless the contract manufacturer to whom the Process is transferred enters into is subject to a confidentiality agreement and limited royalty free license with terms substantially similar to use CMC's Confidential Information, CMC Intellectual Property Rights and CMC IPR solely in connection with the manufacture of Customer's Product with Customer those contained herein in order to protect CMC's Confidential Information, Information and CMC Intellectual Property Rights and CMC IPR. Rights. View More
Technology Transfer. Upon Customer will have the right to transfer the Process to itself or its Affiliates at any time, during or after the Term, and CMC will provide the Technology Transfer assistance described in this Section 13, provided that Customer is then current in all of its payment obligations. 13.2 Third Party Transfer. At any time during the Term, or upon termination or during the notice period for termination of this agreement, other agreement (other than where Customer is the "Defaulting Party," Party"...), Customer may seek assistance from CMC for the transfer to a single skilled and qualified manufacturer of the then-current then‐current Process solely for the purpose of manufacturing Product for Customer ("Technology Transfer"); provided, that CMC is not obligated to transfer any CHEF1 Property. Following CMC's receipt of that request, the parties will establish a schedule and plan for effecting the transfer and CMC will cooperate with Customer in implementing that plan. As part of the Technology Transfer CMC will make available for collection, subject to any Regulatory Obligations and rights of third parties and Section 12.6.2, (i) all Customer Materials, Cell Line and one copy of all documentation (to the extent not previously delivered to Customer) generated pursuant to the Services (exclusive of CMC's SOPs) up to the date of termination. CMC CONFIDENTIAL 18 [*Confidential Treatment has been requested as termination, (ii) technical assistance reasonably necessary to certain portions of this document. Each complete such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with Technology Transfer to allow the Securities and Exchange Commission.] 13.2 transferee to replicate the Process. 13.3 Limits. The obligations of CMC under Section 13.1 13.2 will only be exercisable by Customer within a period of 180 days after the date of termination and CMC is not obliged to commit any human resources greater than 60 30 FTE days. days in connection with Technology Transfer. Customer must pay CMC's costs of cooperating with and providing the Technology 22 Exhibit 10.1 EXECUTION COPY [********] = 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. Transfer at a daily an hourly FTE rate of $2,000 or as agreed upon set out in a the Work Statement executed for the Technology Transfer (which shall be consistent with industry norms) and all other costs will be charged at cost plus 10%. [********]%. Customer will not, and CMC will not be obliged to, transfer any CMC Intellectual Property Rights or CMC Project IPR pursuant to this Technology Transfer until the contract manufacturer to whom the Process is transferred enters into a limited royalty-free license and confidentiality agreement reasonably acceptable to and limited royalty free license to use CMC's Confidential Information, with CMC Intellectual Property Rights and CMC IPR solely in connection with the manufacture of Customer's Product with Customer in order to protect CMC's Confidential Information, CMC Intellectual Property Rights and CMC Project IPR. View More
