Common use of Access to Know-How Clause in Contracts

Access to Know-How. (a) Crucell shall have the right to review the BN Know How to the extent that it is necessary or reasonably useful for regulatory purposes to perform under this Agreement or concerns either BN’s Program Materials after providing BN with [***] prior Notice requesting such review, and such information requested will be made available insofar BN is legally and contractually permitted to disclose such information. (b) Each Party acknowledges that the Know How is owned by the other Party is of crucial importance to that other Party. Accordingly, each Party agrees that it shall not be entitled to, and agrees that it will not, characterize, issue releases or certificates of analysis for, or analyze the genome of the vectors of the other Party (being, for BN, the Multivalent MVA-BN Vector, any Multivalent MVA Vector or any Monovalent MVA Vector and, for Crucell, the Monovalent Ad26 ZEBOV Vector, any Monovalent Adenovirus Vector, any Multivalent Adenovirus Vector and/or the Multivalent Ad26 Vector), or engage in any research of the other Party’s Know-How that concern any safety, toxicity or tumorigenicity of that vector without obtaining the prior written approval of the other Party. (c) Each Party further agrees to use Commercially Reasonable Efforts to without undue delay Notify the other Party of any and all communications to and from Governmental Authorities relating to the safety of any of its technology, and agrees to consult without undue delay to resolve any such concerns with such Governmental Authorities. Noncompliance with the obligation to use its reasonable efforts to without undue delay Notify and consult in its efforts to resolve any such issues with such Governmental Authorities shall be considered a failure to comply with a material condition of this Agreement.