Common use of General by Ablynx Clause in Contracts

General by Ablynx. With respect to the each of the Research Programs, as soon as reasonably practicable following Effective Date, and on an ongoing basis during each of the Research Program Term, Ablynx shall disclose to Merck in English (in writing and in an electronic format) (i) all Ablynx Background Know-How (as defined in Section 1.1) as set forth on Schedule 2.7.1 for each of the Research Programs, respectively, as well as any other Ablynx Background Know-How that the Parties have agreed that Ablynx shall disclose or transfer to Merck in accordance with the Work Plans for each of the Research Programs (as such Work Plans are updated from time-to-time by the Committee pursuant to Section 2.6.2), and (ii) all Know-How relating to the Selected Targets for each of the Research Programs that as of the Effective Date or during the relevant Research Program Term for each Research Program is Controlled by Ablynx or any of its Affiliates (and for clarity, such Know-How shall be included in the licenses of Ablynx Know-How granted to Merck hereunder); and provided that Ablynx shall not be required to disclose or transfer to Merck, nor to use as part of any Research Program any Know-How to the extent that such Know-How is not Controlled by Ablynx. For the avoidance of doubt, where any such Ablynx Background-Know How is Controlled by Ablynx and is disclosed or transferred to Merck under this Section 2.7.1: (i) such Ablynx Background Know-How shall remain proprietary to Ablynx; and (ii) Ablynx shall remain free to use (for its own benefit or with or for a Third Party, but subject to Ablynx’s obligations under Section 2.12) such Ablynx Background Know-How for any purpose; and (iii) Merck acknowledges that Ablynx may have shared or use, prior to the Effective Date, and/or may share or use, after the Effective Date, such Ablynx Background Know How with and/or for the benefit of any Third Party (at Ablynx’ sole discretion but again subject to Ablynx’s obligations under Section 2.12). Within […***…] of the end of the second Calendar Quarter and fourth Calendar Quarter of each Calendar Year, as applicable, until the filing of an NDA for a given Product, Ablynx shall, based on Ablynx’s knowledge of the Nanobody platform and/or the Research and Development and intended Commercialization activities of Merck, provide a written report to Merck describing any Ablynx Background Know-How that is reasonably useful to the Research, Development and/or Commercialization of such Product (and/or the Program Nanobodies and/or Compounds contained therein), on a Product-by-Product basis. Upon receipt of a written request by Merck, Ablynx shall disclose to Merck in further detail any Ablynx Background Know-How described in such report. It is acknowledged and agreed that (i) Merck shall keep all such Ablynx Background Know-How transferred to Merck pursuant to this Section 2.7.1 confidential in accordance with the provisions of ARTICLE 4 to the extent that such Ablynx Background Know-How is Confidential Information of Ablynx; and (ii) Merck shall use all such Ablynx Background Know-How transferred to Merck pursuant to this Section 2.7.1 solely for the purpose of exercising its rights pursuant to this Agreement, including pursuant to the licenses granted to Merck in Sections 3.1 to the extent applicable, and not for any other purpose without prior written permission of Ablynx (to be given or withheld at Ablynx’s sole discretion). For clarity: Ablynx’s obligations under this Section 2.7.1 shall at all times be limited to (the use and/or disclosure of) Know-How that is Controlled by Ablynx at the time that the relevant activities under this Section 2.7.1 shall take place.