Program Know-How definition

Program Know-How means any Know-How (including any Compounds) that is first conceived, discovered, made and/or reduced to practice (as would be necessary to establish inventorship under United States patent law (regardless of where the applicable activities occurred)) by or on behalf of either Party or its Affiliate (or their respective employees, agents or consultants) or jointly by both Parties or their respective Affiliates (or their respective employees, agents or consultants) in performing the Transition Program or other activities under this Agreement.

Program Know-How means all Know-How made, developed, invented or discovered by employees, contractors or agents of either Party or of both Parties in the course of the Collaboration or the evaluation of a Program Antibody during the applicable Option Evaluation Period, excluding Program Inventions claimed in any Program Patent that has published or issued.

Program Know-How which means any and all Know-How that is created, conceived, discovered, first generated, invented, first made or first reduced to practice, in each case (i) by or on behalf of [***], (ii) by or on behalf of [***] or (iii) by or on behalf of [***], but expressly excluding any Joint Program Know-How.

Examples of Program Know-How in a sentence

• The data that is generated by the Material Receiving Party pursuant to the Permitted Celgene Purposes under this Section 2.9.1 shall be deemed to be Program Know How; provided that Prothena shall grant, and hereby does grant, to Celgene a fully-paid up, royalty-free, worldwide, nonexclusive license (with the right to grant sublicenses through multiple tiers) to use such Program Know-How for [***].

• Other than in accordance with the foregoing sentence, Biogen shall not share with any Third Party that is not an academic or non-profit institution or a contractor acting on Biogen’s behalf any raw data included in such Ionis Program Know-How or any tangible embodiments thereof to the extent such raw data and tangible embodiments constitute Confidential Information of Ionis.

• Section 2.1 of the PTH License Agreement provided that Emisphere granted Lilly during the term of the agreement: an exclusive license to use (a) the Emisphere Patents, the Emisphere Program Patents and Emisphere’s share of the Joint Patents for the Field, and (b) the Emisphere Know-How, the Emisphere Program Know-How and Emisphere’s share of the Joint Know-How for the Field.

• As used herein, (a) the term “Licensed Program Specific IP” means, (i) [***], (ii) [***], and (iii) [***]; and (b) the term “Licensed Program Non-Specific IP” means all Prothena Platform Technology within the Prothena Licensed Collaboration Know-How, and other Prothena Licensed Collaboration Know-How and Licensed Program Know-How other than Licensed Program Specific IP.

• Celgene shall, and hereby does, assign to Prothena all of Celgene’s interest in any and all Program Know-How that falls within Section 1.62(a)(iii) and all Program Patents claiming such Program Know-How.

More Definitions of Program Know-How

Program Know-How means inventions, information, data, or materials developed by Symyx or TDCC or jointly by Symyx and TDCC in each case in the course of the Research Program that are useful for the manufacture, use or sale of Agreement Compounds or Products; provided, however, that Program Know-How shall not include any Combinatorial Chemistry Technology, Outside Technology, any invention claimed in the Program Patents or results of Independent TDCC Research.

Program Know-How means all Information and inventions that are conceived, discovered, developed, or otherwise made by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with this Agreement.

Program Know-How means all materials and information developed in the course of the Program.

Program Know-How means Information not included in the Program Patents, which Information is: (a) Controlled by Seller immediately prior to the Closing; and (b) directed to the development, manufacture (including synthesis, formulation, storage, breeding, finishing or packaging), use, offer for sale, sale or import of any Program Therapy.

Program Know-How means any Know-How conceived, discovered and/or reduced to practice (in each case, as would be necessary to establish inventorship under United States patent law (regardless of where the applicable activities occurred)) by or on behalf of either Party (or both Parties) in performing any of the Research Programs, whether patentable or not. Program Know-How shall fall into one of the following categories: (i) Ablynx Background Know-How Improvements, (ii) Merck Background Know-How Improvements, (iii) Program Specific Results, including Program Specific Deliverables, or (iv) Miscellaneous Inventions. For clarity, “Program Know-How” shall exclude Patent Rights.

Program Know-How has the meaning set forth in Section 8.2.2.

Program Know-How means any and all Know-How developed solely or jointly by or on behalf of Genethon and/or Audentes in the course of performing the Research Program.