Sepracor Know-How. Promptly upon execution of this Agreement and throughout the term hereof SEPRACOR shall disclose to UCB the SEPRACOR KNOW-HOW. At UCB's request, SEPRACOR shall request in writing from third parties towards which it may be bound by confidentiality obligations (if any) their consent to the disclosure, by SEPRACOR to UCB and its sublicensees, if any, of SEPRACOR KNOW-HOW.
Sepracor Know-How. Sepracor Know-How" shall mean all proprietary, non-public Terfenadine Carboxylate Technology, including, without limitation, processes, techniques, formulas, data, methods, equipment designs, know-how, show-how and trade secrets, discoveries, practices, inventions, technology, manufacturing procedures, test procedures, purification and isolation techniques, instructions, test data and other intellectual property, patentable or otherwise, tangible or intangible, that are owned or Controlled by Sepracor as of the Effective Date or which were developed by or at the request of Sepracor prior to or during the term of this Agreement and which are not generally known; provided, however, that "Sepracor Know-How" shall not include any HMR information or materials.
Sepracor Know-How. Sepracor Know-How" shall mean any of Sepracor's information and materials, relating to the research, development, registration, manufacture, marketing, use or sale of R-fluoxetine or Product which prior to or during the term of this Agreement are developed by or at the request of Sepracor or in Sepracor's possession or control through license or otherwise (provided that Sepracor is permitted to make disclosure thereof to Lilly without violating the terms of any third party agreement), and which are not generally known. Sepracor Know-How shall include, without limitation, discoveries, practices, methods, knowledge, processes, formulas, data, ideas, skill, experience, inventions, technology, trade secrets, manufacturing procedures, test procedures, purification and isolation techniques, instructions, test data and other intellectual property (patentable or otherwise) relating to R-fluoxetine or Product. Sepracor Know-How shall also include, without limitation: (i) all biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, clinical, safety, manufacturing and quality control data and information related to R-fluoxetine; (ii) assays and biological methodology necessary or useful for development, manufacture, use or sale of R-fluoxetine or Product; and (iii) all applications, registrations, licenses, authorizations, approvals and correspondences submitted to or received from any Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. regulatory authorities with jurisdiction over an investigational drug containing R-fluoxetine created by or for Sepracor (including, without limitation, minutes and official contact reports relating to any communications with any regulatory authority with jurisdiction over an investigational drug containing R-fluoxetine).
Sepracor Know-How. SEPRACOR will, as soon as reasonably practicable and promptly upon BIAL's written request, provide BIAL with a copy of all SEPRACOR Know-How created during the Term of this Agreement. SEPRACOR grants to BIAL a fully paid-up, royalty-free, perpetual, exclusive license (even to SEPRACOR), with the right to grant sublicenses to BIAL's Affiliates, Third Party licensees and distributors in any country outside the Territory, under any SEPRACOR Know-How to the extent necessary to allow BIAL, its Affiliates, Third Party licensees and distributors to use, make, have made, import, develop, register, market, offer for sale, sell, and commercialize Licensed Products or similar products outside the Territory. Subject to Section 2.2(a), SEPRACOR also grants to BIAL a fully paid-up, royalty-free, perpetual, non-exclusive license, with the right to grant sublicenses to BIAL's Affiliates and Third Party licensees, under any SEPRACOR Know-How to the extent necessary to allow BIAL and its sublicensees to develop Licensed Products or similar products within the Territory for use outside of the Territory. To the extent that SEPRACOR licenses-in know-how during the Term, which would not be encompassed by the term "SEPRACOR Know-How" because prior authorization by and/or an additional payment to the licensor of such know-how is required before it can be disclosed and sublicensed to BIAL. SEPRACOR will use Commercially Reasonable Efforts to obtain such rights for BIAL, provided that BIAL agrees, in writing, to: (i) comply with any terms that may apply to such disclosure/sublicensing; (ii) pay [**]; and (iii) pay [**]. SEPRACOR will use Commercially Reasonable Efforts to obtain reasonable terms when negotiating BIAL's sublicense.
