Show-How definition
Show-How means all demonstrative materials, demonstrative training programs, and/or other forms of instruction in verbal or written formats that are in existence as of the Closing Date, and all “walk through” tours of Seller’s facilities, that demonstrates, illustrates, or visually conveys any technical, scientific, information and technology applicable to any acquired Intellectual Property or Know-How under this Agreement, to the extent such personnel is currently employed by Seller and available to provide such tours, and to any formulations, compositions or products or to their manufacture, development, registration, use, marketing or sale that are in existence as of the Closing Date, or to methods of assaying, or evaluating, or testing them, and all biological, chemical, pharmacological, biochemical, toxicological, pharmaceutical, physical and analytical, safety, quality control, manufacturing, preclinical and clinical data relevant to any of the foregoing that are in existence as of the Closing Date. For the avoidance of doubt, Seller’s obligations to provide “Show-How” as described herein shall: (i) be limited to “Show-How” that is in existence as of the Closing Date, and (ii) not extend beyond three (3) months after the Closing Date.
Show-How means Know-how which has not been rendered or reduced to written, tangible, or fixed form and which may be conveyed by demonstration, exhibit or explanation;