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.

Required Technology. If either Party, its Affiliates or its Personnel require access [[Organization B:Organization]] Systems of the other Party or its Affiliates (collectively, the “Required Technology”) in order to receive or perform the Services, then the Party controlling such access shall reasonably allow the other Party, its Affiliates or their respective Personnel such access in accordance with Section 6.3 and this Section 6.1, as applicable. If either Party grants the other Party access to any Required Technology, or if either Party is otherwise granted access to any of the other Party’s Systems in connection with provision or receipt of the Services, the accessing Party shall comply with all applicable system security policies, procedures and requirements as communicated [[Organization B:Organization]] accessing Party in advance. Notwithstanding the foregoing, neither Party shall be required to pay any fees or other payments or incur any obligations to enable the other Party to obtain any license to use Required Technology; provided, however, if and [[Organization B:Organization]] extent requested by a Party, the other Party shall use commercially reasonable efforts to assist the first Party in its efforts to obtain licenses (or other appropriate rights) to use, duplicate or distribute, as necessary, any Systems necessary for such Party to provide or receive the applicable Services.

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, [ * ].

Licensed Technology. Subject to the terms and conditions of this Agreement, LICENSOR hereby grants to IMMEDICA an exclusive, royalty-bearing right and license, with the right to grant and authorize sublicenses as provided in [Section 2.2], under the Licensed Technology to Develop and Commercialize the Product in the Field within the Territory. IMMEDICA shall not itself, or grant any right to any Third Party to, conduct any research or Development directly related to the Product outside of the Territory without LICENSOR’s prior written consent.

Background Technology. CANbridge will own and retain all of its rights, title and interests in and to the CANbridge Background Technology, and LogicBio will own and retain all of its rights, title and interests in and to the LogicBio Background Technology.

Technology Committee. A Non-Employee Director serving on the Technology Committee shall receive an additional annual retainer of $15,000 for such service.

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”), [​].