Manufacturing Technology and Know-How Sample Clauses

Manufacturing Technology and Know-How. 2.3.1. The manufacturing technology and know-how that is exclusively used in the pharmaceutical manufacturing of the Products, including but not limited to the Seller Processes, specifications and test methods for Products, raw material, packaging, stability and other applicable specifications, manufacturing and packaging instructions, master formula, validation reports (process, analytical methods and cleaning) to the extent available, stability data, analytical methods, records of complaints, annual product reviews to the extent available, and other master documents necessary for the manufacture, control, and release of the Product as conducted by, or on behalf of Seller (the "Know-How");
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Manufacturing Technology and Know-How. The manufacturing technology and know-how that is exclusively used in manufacturing any Product ("Know-How") and any documents which relate specifically and exclusively to such Know-How. In addition, Seller shall grant Buyer a non-exclusive, perpetual, paid-up, irrevocable, royalty-free, world-wide license, with right to sub-license, to use any manufacturing technology and know-how that are necessary or used in manufacturing any Product (but not exclusively used thereto) with such license or sublicense being restricted to use for the Products, unless Buyer can demonstrate by written records that such know-how was known prior to any disclosure of such know-how by Seller or its Affiliates to Buyer or is now public knowledge or becomes public knowledge in the future other than by breach of any agreement between Buyer and its Affiliates and Seller and its Affiliates.
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Manufacturing Technology and Know-How. The manufacturing technology and know-how that is exclusively used in manufacturing any Product or is exclusively used in manufacturing any finished product set forth in the Syntex NADAs ("Know-How") and any documents which relate specifically and exclusively to such Know-How. In addition, Seller shall grant Buyer a non-exclusive, perpetual, paid-up, irrevocable, royalty-free, world-wide license, with right to sub-license, to use any manufacturing technology and know-how that are necessary or used in manufacturing any Product or finished product set forth in the Syntex NADAs (but not exclusively used thereto) with such license or sublicense being restricted to use for the Products, unless Buyer can demonstrate by written records that such know-how was known prior to any disclosure of such know-how by Seller or its Affiliates to Buyer or is now public knowledge or becomes public knowledge in the future other than by breach of any agreement between Buyer and its Affiliates and Seller and its Affiliates.
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Manufacturing Technology and Know-How. 2.3.1. The manufacturing technology and know-how that is exclusively used in manufacturing the Products, including but not limited to the Syntex Processes, specifications and test methods for Products, raw material, packaging, stability and other applicable specifications , manufacturing and packaging instructions, master formula, validation reports (process, analytical methods and cleaning) to the extent available, stability data, analytical methods, records of complaints, annual product reviews to the extent available, and other master documents necessary for the manufacture, control, and release of the Products as conducted by, or on behalf of Seller (the "Know-How"); provided that Seller shall retain all rights to such information that is contained in the Know-How related to the Active Ingredient and to transfer such information to buyers of the Active Ingredient inside and outside the Territory, and all rights to such information contained in the Know-How for manufacture, sale and distribution of the Products outside the Territory, subject to the terms and conditions of the SPIL Supply Agreement.
Sample 1
Manufacturing Technology and Know-How. The Know How and the Product Formulae will be sufficient to enable ICN to manufacture the Products to the same standard as currently enjoyed. However, SB does not warrant that ICN has or at any time will have the ability to manufacture such Products to such standard. The Product Formulae fully conform with the pertaining Registrations approved by the competent government authorities in the Territories.
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Manufacturing Technology and Know-How. The Manufacturing Technology and Know-How will be sufficient to enable Buyer to manufacture the Products to the same standard as Seller currently enjoys. The Product formulations fully conform with the pertaining Registrations approved by the competent government authorities in the Territory.
Sample 1
Manufacturing Technology and Know-How. Sellers shall sell, transfer and deliver to Buyer the ownership and beneficial interest of BM in all BM manufacturing technology and know-how and trade secrets that is solely and exclusively used in the Business, all as set forth in Schedule 2.7 (the "Know-How"); and a perpetual, paid-up, irrevocable, royalty-free licence, with right to sub-licence, to use any manufacturing technology and know-how that are used in the Retavase Business (or outside the Territory solely and exclusively with respect to the manufacture of the Active Ingredient or the Product (or a future formulation of the Product) for sale in the Territory) (but not exclusively used thereto or usable for other purposes as well) (the "Know-How Licence"); such licence (and any sublicence thereunder) shall be exclusive for use in the Retavase Business, and the Roche Group (including without limitation the BM Group companies) shall not retain any right to use or licence such know-how for use in the Retavase Business. Except as set forth in Section 2.16, the Roche Group (including without limitation the BM Group companies) retains, and is not transferring hereunder, the exclusive right to use or to licence such licenced manufacturing technology and know-how for use with any other products in or outside the Territory as well as for the Active Ingredient or the Product outside the Territory. The parties hereby acknowledge and agree that Know- How shall not include, and any limitation in the Know-How Licence shall not be binding on Buyer as to, any information Buyer can demonstrate (i) was in the public domain prior to the date of this Agreement or thereafter enters the public domain through no fault of Buyer, its affiliates or their respective representatives, (ii) was available to Buyer on a non- confidential basis prior to its disclosure to Buyer by Parent, Sellers, their affiliates or their respective representatives, (iii) is later lawfully acquired by Buyer from sources other than Parent, Sellers, their affiliates or their respective representatives who are not, to the best of knowledge of Buyer, subject to any legally binding obligation to keep such information confidential, or (iv) independently developed by Buyer without reference to the Know-How or Know-How Licence.
Sample 1
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Manufacturing Technology and Know-How. The manufacturing technology ------------------------------------- and know-how that is exclusively used in manufacturing any Product, including but not limited to a Syntex Process, specifications and test methods (Products, raw material, packaging, stability and other applicable specifications), manufacturing and packaging instructions, master formula, validation reports (process, analytical methods and cleaning), stability data, analytical methods, records of complaints, annual product reviews to the extent available, and other master documents, notes, memoranda, and preliminary materials necessary to continue manufacture, control, and release of the Products in the Territory by Buyer (the "Know-How"); and a non-exclusive, perpetual, paid-up, irrevocable, royalty-free, license (without the right to sublicense) to use in the Territory any manufacturing technology and know-how that are necessary or used in manufacturing any Product (but not exclusively used thereto) with such license being restricted to use for the Products.
Sample 1

Related to Manufacturing Technology and Know-How

  • Manufacturing Technology Transfer Upon AbbVie’s written request with respect to a given Collaboration CAR-T Product and Licensed Product, Caribou shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party Provider) of all Materials and Know-How Controlled by Caribou relating to the then-current process for the Manufacture of such Collaboration CAR-T Product and any corresponding Licensed Products (each, a “Manufacturing Process”). Caribou shall provide, shall cause its Affiliates to provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to provide, all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to implement each Manufacturing Process at the facilities designated by AbbVie. If requested by AbbVie, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to such Collaboration CAR-T Product and any corresponding Licensed Products. Without limitation of the foregoing, in connection with the Manufacturing Process and related transfer: (a) Caribou shall, and shall cause its Affiliates to, make available to AbbVie (or its Affiliate or designated Third Party Provider, as applicable), and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to make available to AbbVie, from time to time as AbbVie may request, all Materials and Manufacturing-related Know-How Controlled by Caribou relating to each Manufacturing Process, including methods, reagents and processes and testing/characterization Know-How, and all documentation 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 enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice such Manufacturing Process; (b) Caribou shall cause all appropriate employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility at mutually convenient times to assist with the working up and use of each Manufacturing Process and with the training of the personnel of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to the extent necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice such Manufacturing Process; (c) Without limiting the generality of this Section 4.4.2, Caribou shall cause all appropriate analytical and quality control laboratory employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate analytical and quality control laboratory employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the provision of all applicable analytical methods and the validation thereof (including all applicable Know-How, Information and Materials Controlled by Caribou, and sufficient supplies of all primary and other reference standards); (d) Caribou shall, and shall cause its Affiliates to, take such steps, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers take such steps, as are necessary or reasonably useful to assist AbbVie (or its Affiliate or designated Third Party Provider, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the applicable Collaboration CAR-T Products and corresponding Licensed Products at the applicable facilities; and (e) Caribou shall, and shall cause its Affiliates to, provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers to provide, such other assistance as AbbVie (or its Affiliate or designated Third Party Provider, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice each Manufacturing Process and otherwise to Manufacture the applicable Collaboration CAR-T Products and corresponding Licensed Products.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Technical Information The Employer agrees to provide to the Union such information that is available relating to employees in the bargaining unit, as may be required by the Union for collective bargaining purposes.

  • Know-How The term “

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.

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