Licensed Know-How definition

Licensed Know-How means all Know-How that (a) is Controlled by Pfizer or any of its Affiliates as of the effective date of the Pfizer-MPP Agreement, (b) directly relates to the use of the Compound, Product or Licensed Product in the Field, and (c) is not in the public domain or otherwise generally known. For the avoidance of doubt, (i) Licensed Know-How shall not include any Know-How to the extent solely and directly related to any other Pfizer compound or to the extent related to the use of the Compound, Product or Licensed Product outside the Field and (ii) Licensed Know-How includes only that Know-How, designated by Pfizer in its sole discretion, necessary for the manufacture, registration and commercialization of the Compound and/or Licensed Product for use in the Field. For the avoidance of doubt, Licensed Know-How excludes any Know-How related to ritonavir that has been (either as of the Effective Date or at any time during the term of this Agreement) in-licensed by Pfizer from any Third Party.

Licensed Know-How means any information, knowledge, ancillary materials, results, devices trade secrets, inventions, know-how, data, processes, techniques, procedures, compositions, materials, devices, methods, formulas, protocols and information, whether or not patentable, together with any documentation, data, information or other materials related, covered or used by the Licensed Patents, and all improvements, updates, derivatives, modifications and enhancements thereto made by Licensor by the Effective Date (if any).

Licensed Know-How means University knowledge or intangible work that: (a) was developed in the laboratory of Principal Investigator, (b) exists as of the Effective Date, (c) is relevant to utilizing any of the Licensed Patents or Licensed Copyrights, (d) is unpublished, (e) is not subject to patent or copyright protection, and (f) is not covered by Third Party rights that would prevent delivery to Company.

Examples of Licensed Know-How in a sentence

• UniServices may, and may permit the University to, include information relating to the Licensed Intellectual Property Rights (including the Licensed Know-How) in any academic publication or presentation (including student thesis) (Publication) provided that where any such information has not previously been publicly disclosed, UniServices must submit the proposed Publication to the Licensee for review at least 60 days before the intended date for submission for publication.

• No rights are hereby granted for any other purpose and MPP agrees that it will not use the Licensed Patents and/or Licensed Know-How itself or grant sublicenses: (i) to entities other than Sublicensees; and/or (ii) other than in the form of the Sublicense.

• This Agreement starts on the Start Date and, unless terminated earlier in accordance with its provisions, expires automatically on the expiry of the last Licensed Patent or the date on which the last of the Licensed Know-How enters into the public domain other than as a result of a breach of an obligation of confidence owed to a party, whichever occurs last.

• Where Ferring exercises its rights under this Section 6.1, Ferring shall: (i) provide MPP with prompt written notice of such claims, (ii) grant MPP the right to control the defence or negotiation of settlement of such claims (except to the extent such claims relate to the validity or enforcement of Licensed Patents or Licensed Know-How) and (iii) reasonably cooperate with MPP in defending any claims.

• All rights and licenses granted by Licensor to Licensee under this Agreement shall immediately terminate as of the effective date of termination or expiration, and Licensee and its Affiliates, and any Third-Party manufacturers must immediately cease all use of Licensed Know-How and Licensed Patents and all marketing, sales, supply or distribution of the Licensed Product, except to the extent permitted in Section 13.2.

More Definitions of Licensed Know-How

Licensed Know-How means [ * ].

Licensed Know-How means any Know-How that is necessary or useful for the Development, Manufacture or Commercialization of Product in the Field of Use in the Territory and that is Controlled by POZEN or any of its Affiliates as of the Effective Date or during the Term.

Licensed Know-How means [***].

Licensed Know-How means (i) with respect to the licenses granted to MatCo or the MatCo Licensees, as applicable, hereunder, the AgCo Licensed Know-How and the Know-How licensed under Sections 2.3(b) and 2.4 hereof, and (ii) with respect to the licenses granted to AgCo or the AgCo Licensees, as applicable, hereunder, the MatCo Licensed Know-How and the Know-How licensed under Section 2.3(a) hereof.

Licensed Know-How means all Know-How Controlled by the Licensor on the Effective Date or during the Term that is necessary or useful for the Development, manufacture or commercialization of the Licensed Products, including the Licensed Data, any Know-How that is solely and exclusively related to the Licensed Patent Rights and all Know-How that is Controlled by the Licensor pursuant to the Xxxxxx License Agreement.

Licensed Know-How means (a) the Exclusive Licensed Know-How and (b) the Non-Exclusive Licensed Know-How.

Licensed Know-How means (a) the know-how actually transferred to Licensee pursuant to the terms of Section 5.4 and (b) any other improvements or modifications to such transferred know-how (x) that are (i) specific to API and (ii) developed and controlled by Gilead during the term of this Agreement, and (y) specifically excluding any such improvements and modifications, methods and other know-how claimed in any patent or patent application.