Development Technology Transfer. During the remainder of the Term with respect to the applicable Licensed Collaboration Candidate, Fate shall reasonably cooperate with Janssen to provide reasonable technical assistance, including the transfer to Janssen of any Fate Product Know-How licensed to Janssen under [Section 5.1.2(a)(i)] with respect to such Licensed Collaboration Candidate, as reasonably necessary for Janssen to Develop ​, but not to Manufacture, such Licensed Collaboration Candidate and Licensed Products containing such Licensed Collaboration Candidate; provided, however, that any transfer, use and disclosure of any Fate Confidential Methods shall be limited to those set forth under Section 5.3 and subject to Section 5.3. Fate’s cooperation under this [Section 4.4.4] may be carried out by providing Janssen with reasonable access by teleconference or, during the first ​ months after the Exercise Effective Date, in-person at Fate’s facilities to those Fate personnel knowledgeable with respect to Development of such Licensed Collaboration Candidate and Licensed Products containing such Licensed Collaboration Candidate, but such teleconference or in-person assistance shall not extend beyond the scope of technology transfer as set forth above.

Development Technology Transfer. On a Licensed Development Candidate-by-Licensed Development Candidate basis, following the License Effective Date with respect to such Licensed Development Candidate, MTEM shall perform a Development Technology Transfer with respect to such Licensed Development Candidate in accordance with a Development Technology Transfer plan and budget ​ agreed upon by the Parties, at BMS’ sole cost and expense. To assist with the Development Technology Transfer with respect to each Licensed Development Candidate and BMS’ Development thereof in accordance with the terms of this Agreement, MTEM will make its personnel reasonably available to BMS during normal business hours to carry out the Development Technology Transfer and respond to BMS’ reasonable inquiries with respect thereto and BMS shall reimburse MTEM for all internal costs (at the FTE Rate) and out-of-pocket costs incurred by MTEM in connection with such assistance. For clarity, nothing in this [Section 5.3] shall require MTEM to create any new Know-How or undertake any activity or incur any internal or external cost unless such activity or cost is specified in the Development Technology Transfer plan (or associated budget), as mutually agreed by the Parties, or is otherwise reimbursed by BMS.

Development Technology. All right, title and interest in and to the Development Technology shall, as between the Parties, be owned solely by Millennium. Sunesis hereby assigns to Millennium all of Sunesis’s and its Affiliates’ rights in and to the Development Technology (including all patent and other intellectual property rights therein), subject to the licenses granted to Sunesis under Article 4 and Section 14.1.

Technology Transfer. Promptly following the Effective Date, ITEOS shall transfer and deliver to GSK (in order to enable GSK to practice under the licenses granted to GSK under Section 9.1 (License Grant to GSK)), Know-How within the ITEOS Technology (including Materials) to enable GSK to Develop, Manufacture and Commercialize Licensed Antibodies and Licensed Products as contemplated under this Agreement.

At any time upon the request of Client ​ of a Product Agreement for any reason, Patheon will provide assistance as reasonably requested by Client to transfer part or all of Client’s manufacturing process, know-how and analytical testing methodology for the Product to Client or Client’s third-party designee (“Technology Transfer”) to assist Client to manufacture the Product. Patheon will ensure that the Technology Transfer is performed on its behalf by personnel skilled in providing the Manufacturing Services. The Technology Transfer will include provisions of the master batch record all other documents, information and knowledge as necessary or appropriate to transfer work performed as part of the Manufacturing Services by Patheon and may include reasonable consultation, meetings and travel to another site. Patheon will also disclose to Client any Patheon Intellectual Property that is reasonably required to manufacture the Product and grant to Client an irrevocable, fully paid, sublicensable license to exploit the Patheon Intellectual Property as reasonably required to manufacture the

Technology Transfer. The Parties expressly agree that they shall work together to transfer the Manufacturing Process to the Facility, including implementing the technology transfer plan set forth in Project Plan. Customer shall fully support such technology transfer as reasonably requested by [[Lonza:Organization]].

Technology Transfer. Commencing promptly after the Effective Date and from time to time thereafter during the Research Term and as indicated in the Research Plan, [[Merus:Organization]] shall transfer to Ono the identified Target Specific Biclonics, necessary Research Tools and related Know-How Controlled by [[Merus:Organization]] as the JSC reasonably determines to be necessary or useful for Ono to perform its Research under the Research Program and to exercise the licenses granted to Ono under Article 5 hereof. Commencing promptly after the Effective Date and from time to time thereafter during the Research Term, Ono will use its commercially reasonable efforts to disclose to [[Merus:Organization]] such materials and related Know-How Controlled by Ono as the JSC reasonably determines to be necessary or useful for [[Merus:Organization]] to perform its Research under the Research Program and to otherwise exercise the licenses granted to [[Merus:Organization]] under Article 5 hereof. During the Term, [[Merus:Organization]] will provide Ono with reasonable technical assistance (in an amount to be set forth in the Research Plan) relating to # the use of such Target Specific Biclonics and Research Tools, # manufacturing of Licensed Biclonics, and # related Know-How with respect to [subsections (i) and (ii)])] in this Section 4.5, in each case of [subsection (i), (ii) and (iii)])])], transferred and/or disclosed by [[Merus:Organization]] to Ono solely to the extent permitted under the license rights granted to Ono under Article 5. During the Term, Ono will provide [[Merus:Organization]] with reasonable technical assistance (in an amount to be set forth in the Research Plan) relating to the use of the materials and related Know-How disclosed by Ono to [[Merus:Organization]] solely to the extent permitted to perform the Research Program.

Technology Transfer. As of the Effective Date, the Parties have agreed to an initial Technology Transfer Plan, which is attached hereto as [Exhibit C] (the “Technology Transfer Plan”), for [[Cytokinetics:Organization]] to provide and transfer to Ji Xing ​. As promptly as practicable, but no later than ​ following the Effective Date, the Parties shall coordinate in good faith to review and revise the Technology Transfer Plan if necessary. Upon Ji Xing’s reasonable request, [[Cytokinetics:Organization]] shall also provide Ji Xing with reasonable technical assistance in connection with such technology transfer, including reasonable access to [[Cytokinetics:Organization]]’ technical personnel involved in the research and Development of the Compound and Product. ​.

Technology Transfer. The Parties intend that [ * ] the Manufacture of the Compounds and Collaboration Products (including the Compounds and Collaboration Products [ * ]). To this end, promptly following the [ * ] or at the timing agreed by the JMC but in any event [ * ] the Compounds and Collaboration Products for the [ * ] and provided that the [ * ] Development of such [ * ], the JMC shall establish the procedures for [[Cytokinetics:Organization]] to effect the transfer to Astellas of the [[Cytokinetics:Organization]] Know-How that is then being used by [[Cytokinetics:Organization]] or its Third Party manufacturer in the Manufacture of such Compound and Collaboration Product, to the extent such [[Cytokinetics:Organization]] Know-How is not already in Astellas’ possession. [[Cytokinetics:Organization]] shall conduct such technology transfer as soon as practicable in accordance with such procedures, [ * ].

Subject to Article 7, which covers the CMC/manufacturing process transfer, within [​] days of the Effective Date, Atara shall, and shall cause its Affiliates to, [​] deliver to Bayer and / or its designated Affiliate or Sublicensee, in a mutually agreeable form, copies of all written, graphic or electronic embodiments of the Licensed Technology and related Complete Invention Disclosures as well as all cell therapeutics and other materials pertaining to [​] for Exploiting Licensed Cell Therapeutics and Licensed Products (hereinafter the “Materials”), [​].