Access to Know-How. (a) Crucell shall have the right to review the BN Know How to the extent that it is necessary or reasonably useful for regulatory purposes to perform under this Agreement or concerns either BN’s Program Materials after providing BN with [***] prior Notice requesting such review, and such information requested will be made available insofar BN is legally and contractually permitted to disclose such information.
(b) Each Party acknowledges that the Know How is owned by the other Party is of crucial importance to that other Party. Accordingly, each Party agrees that it shall not be entitled to, and agrees that it will not, characterize, issue releases or certificates of analysis for, or analyze the genome of the vectors of the other Party (being, for BN, the Multivalent MVA-BN Vector, any Multivalent MVA Vector or any Monovalent MVA Vector and, for Crucell, the Monovalent Ad26 ZEBOV Vector, any Monovalent Adenovirus Vector, any Multivalent Adenovirus Vector and/or the Multivalent Ad26 Vector), or engage in any research of the other Party’s Know-How that concern any safety, toxicity or tumorigenicity of that vector without obtaining the prior written approval of the other Party.
(c) Each Party further agrees to use Commercially Reasonable Efforts to without undue delay Notify the other Party of any and all communications to and from Governmental Authorities relating to the safety of any of its technology, and agrees to consult without undue delay to resolve any such concerns with such Governmental Authorities. Noncompliance with the obligation to use its reasonable efforts to without undue delay Notify and consult in its efforts to resolve any such issues with such Governmental Authorities shall be considered a failure to comply with a material condition of this Agreement.
Access to Know-How. 5.5.1 To the extent not already provided prior to the Restatement Date, each Party promptly shall provide to the other Party access to, and copies of all documents and materials containing, the Know-How and Collaboration Know-How licensed to the other Party hereunder as shall be reasonably requested by the other Party as necessary or reasonably useful to exercise its rights under the license grants in Sections 5.1.1 and 5.2.1 in order to exercise such license rights.
5.5.2 In furtherance of, and subject to, the foregoing and without expanding the scope of the licenses granted pursuant to Sections 5.1.1 and 5.2.1, from time to time, each Party shall:
(a) make reasonably available to the other Party then existing documentation Controlled by the providing Party constituting material support, performance advice, shop practice, standard operating procedures, specifications as to materials to be used and control methods that are necessary or reasonably useful to use and practice the Know-How and Patents licensed hereunder; and
(b) cause appropriate employees and representatives of such Party and its Affiliates to meet with employees or representatives of the other Party, at mutually convenient times, to provide reasonable technical assistance to the other Party with respect to the use and practice of the Know-How and Patents licensed hereunder.
Access to Know-How. During pre-clinical and clinical development of the POZEN Products, after the Initial Development Program, and upon ********* written notice by POZEN to Nycomed specifying the Know-How to which POZEN would like access, Nycomed will xxxxx XXXXX, at Nycomed’s facilities and during such number of days per calendar year as POZEN reasonably requests (not to exceed a total of *********), access to Nycomed’s Know-How that is available at Nycomed or its then-current contractors and included in the Licensed Technology. For the avoidance of doubt, nothing in this Section 5.8 will be construed as requiring Nycomed to generate new data, documentation or any translations.
Access to Know-How. Promptly after the Effective Date, Mayo shall transfer to Company all Know-How existing as of the Effective Date. For a period of [***] years following the Effective Date, Mayo shall allow Company reasonable access to key Mayo personnel (based on their availability), for consultation and technical assistance on the transfer of Know-How, at no additional cost or expense to Company.
Access to Know-How. 5.6.1 To the extent not already provided prior to the Effective Date, EPIZYME promptly shall provide to EISAI access to, and copies of all documents and materials containing, the EPIZYME Know-How and EPIZYME Collaboration Know-How as shall be reasonably requested by EISAI as necessary or reasonably useful to exercise its rights under the license grants in Section 5.1.1 in order to undertake activities assigned to EISAI under the Research and Development Plan. In addition, (a) in the event that EPIZYME does not perform any activities assigned to it under the Research and Development Plan, EPIZYME promptly shall provide to EISAI access to, and copies of all documents and materials containing, the EPIZYME Know-How and EPIZYME Collaboration Know-How as shall be reasonably requested by EISAI as necessary or reasonably useful to exercise its rights under the license grants in Section 5.1.1 in order to undertake activities assigned to, but not performed by, EPIZYME under the Research and Development Plan and (b) during the [**] months following the end of the Research Term, to the extent not already provided prior to the end of the Research Term, EPIZYME promptly shall provide to EISAI access to, and copies of all documents and materials containing, the EPIZYME Know-How and EPIZYME Collaboration Know-How as shall be reasonably requested by EISAI as necessary or reasonably useful to exercise its rights under the license grants in Section 5.1.1. Notwithstanding the foregoing or anything else to the contrary in this Section 5.6, unless otherwise agreed by the Parties EPIZYME shall not be obligated to undertake any transfer of Know-How or provide any technical assistance to EISAI beyond [**] months following the end of the Research Term.
5.6.2 In furtherance of, and subject to, the foregoing and without expanding the scope of the licenses granted to EISAI pursuant to Section 5.1.1, from time to time, until [**] months following the end of the Research Term, as shall be reasonably requested by EISAI, EPIZYME shall:
(a) make reasonably available to EISAI then existing documentation Controlled by EPIZYME constituting material support, performance advice, shop practice, standard operating procedures, specifications as to materials to be used and control methods that are necessary or reasonably useful to use and practice the EPIZYME IP; and
(b) cause appropriate employees and representatives of EPIZYME and its Affiliates to meet with employees or representatives of EISAI ...
Access to Know-How. Each Party will provide the other with access to that Party's know-how to the extent necessary to perform its research and development component under this Agreement.
Access to Know-How. Pfizer shall use its reasonable commercial efforts to cooperate with Metaphore and to locate and provide copies of, and to otherwise convey, any Know-How to Metaphore that is in Pfizer's possession or control that Metaphore may request for use in connection with any regulatory activities, filings or submissions and/or in connection with any matters relating to the filing, prosecution or enforcement of any of the Licensed Intellectual Property, but only if and as may be reasonably requested by Metaphore from time to time.
Access to Know-How. To the extent not already provided prior to the Effective Date, each Party promptly shall provide to the other Party access to, and copies of all documents and materials containing, the Selvita Know-How, Felicitex Know-How and Collaboration Know-How as shall be reasonably requested by the other Party and as necessary or reasonably useful: (a) to exercise its rights under the license grants in this Agreement or (b) to undertake activities assigned to it under the Research Plan.
Access to Know-How. During the course of his/her training, Emeritus shall allow the Sanyo Employee to have access to such know-how concerning the Senior Housing Business as may be reasonably necessary for the Sanyo Employee's training. In conjunction therewith, the Sanyo Employee shall have the right to share any such know how with Sanyo, subject to the limitations set forth in Section 3 with respect to Sanyo's right and the right of the Sanyo Employee to use such know-how, provided, however, it is understood and agreed that Sanyo shall have the right to use such know-how for feasibility study for the Senior Housing Business and/or in furtherance of the development, construction and operation of the Senior Housing Business between the parties. Sanyo acknowledges and agrees that the Sanyo Employee shall not have the right to disclose such know-how to any person or entity other than Sanyo and other employees, officers, agents and directors of Emeritus, without prior written consent of Emeritus.
Access to Know-How
