Exchange of Data and Know How Clause Samples

Exchange of Data and Know How. (a) The Parties acknowledge that the Company is in the process of conducting clinical studies on the Product necessary to make the Initial Regulatory Filing. Therefore, until the Initial Regulatory Filing is made (the "BLA Filing Date"), the Company shall be primarily responsible for conducting the clinical studies and all other regulatory matters, manufacturing matters and/or pre-clinical studies necessary to support, prepare and file the Initial Regulatory Filing until the BLA Filing Date, and the Company shall use all commercially reasonable efforts necessary to make the Initial Regulatory Filing. During such period, the Company shall keep ERS informed as to the status of such efforts, shall permit ERS to review and comment on the Initial Regulatory Filing during its preparation, and shall consult with ERS regarding the preparation of the Initial Regulatory Filing. (b) Promptly after the Effective Date, the Company shall deliver to ERS copies of all relevant and material data, studies and other written materials in the Company's possession as of the Effective Date relating to the Compounds and Products, including any such materials relating to Patents and Know-How. (c) During the term of this Agreement: (i) each Party shall provide to the other Parties any material data or other information relating to the Compounds and Products, including any such information relating to Patents and Know-How, from time to time as such data and information is developed or acquired by such Party; and (ii) each of the Parties shall deliver to the other Parties all data and dossiers relating to the Compounds or any Product and results from any studies being conducted by or on behalf of either of such Parties in connection therewith promptly after such data and/or dossiers become available. (d) All such data and information exchanged or required to be exchanged by the Parties pursuant to this Section 4.1 shall be owned by the Company, whether in the Company's possession or control as of the Effective Date or developed by any Party during the term of this Agreement. The Company hereby grants BMS and ERS the right to use all such data and information for all purposes necessary to allow BMS and ERS to perform each of their obligations under this Agreement.
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Exchange of Data and Know How. During the Term, upon reasonable request by Licensor in writing to Coronado, Coronado shall provide to Licensor any Coronado Know-How required for the purpose of Development and Commercialization of the Compound and Licensed Products outside the Territory. During the Term, upon reasonable request by Coronado in writing to Licensor, Licensor shall provide to Coronado any Licensor Know-How required for the purpose of Development and Commercialization of the Compound and Licensed Products in the Territory.
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Exchange of Data and Know How. Promptly after the Effective Date, XenoPort shall provide Astellas with any and all XenoPort Know-How that XenoPort considers as necessary or reasonably useful for Astellas to develop and/or commercialize the Product in the Territory, including but not limited to, any and all Data from any and all clinical trials and preclinical studies of the Compound and/or Product that are completed as of the Effective Date. During the term of this Agreement, each Party shall provide to the other Party all Data (and, in case of XenoPort, any and all additional XenoPort Know-How, and in the case of Astellas, any and all Astellas Know-How) Controlled by such Party, (a) that such Party considers as necessary or reasonably useful for the other Party to develop and/or commercialize the Product in the Territory (in the case of Astellas) or outside the Territory (in the case of XenoPort), in a timely fashion and as promptly as possible or (b) upon the reasonable request of the other Party; in each case, for use by such other Party in accordance with this Section 4.4.
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Exchange of Data and Know How. Promptly after the Effective Date, XenoPort shall provide Astellas with any and all XenoPort Know-How that XenoPort considers as necessary or reasonably useful for Astellas to develop and/or commercialize the Product in the Territory, including but not limited to, any and all Data from any and all clinical trials and preclinical studies of the Compound and/or Product that are completed as of the Effective Date. During the term of this Agreement, each Party shall provide to the other Party all Data (and, in case of XenoPort, any and all additional XenoPort Know-How, and in the case of Astellas, any and all Astellas Know-How and Astellas Manufacturing Know-How) Controlled by such Party, (a) that such Party considers as necessary or reasonably useful for the other Party to develop and/or commercialize the Product in the Territory (in the case of Astellas) or outside the Territory (in the case of XenoPort), in a timely fashion and as promptly as possible or (b) upon the reasonable request of the other Party; in each case, for use by such other Party in accordance with this Section 4.4. Promptly after May 15, 2009, XenoPort shall disclose to Astellas any and all undisclosed Data and XenoPort Know-How relating to manufacture of the Compound, the Material and the Product and Product Formulation that is Controlled by XenoPort (the “XenoPort Manufacturing Know-How”). XenoPort shall grant Astellas, its Affiliates or Third Parties the right to use the XenoPort Manufacturing Know-How for the sole purpose of developing and commercializing the Product in the Territory and under reasonable and customary confidentiality restrictions.
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Exchange of Data and Know How. Promptly following the Effective Date, VALEANT will provide to GSK, at no cost or expense to GSK, all Valeant Know-How that is necessary, or materially useful, for GSK to develop, manufacture and/or commercialize the Compound, Products, Additional Compounds and Additional Products in the Territory, including all data from any and all clinical trials and preclinical studies and non-clinical development work conducted prior to the Effective Date. During the Term, VALEANT shall provide to GSK at no cost or expense to GSK Valeant Know-How that has not previously been provided promptly upon request by GSK. VALEANT shall provide all Valeant Know-How in electronic form to the extent the same exists in electronic form, and shall provide copies as reasonably requested and an opportunity for GSK or its designee to inspect (and copy) all other materials comprising such Know-How (including for example, original patient report forms and other original source data). The Parties will cooperate and reasonably agree upon formats and procedures to facilitate the orderly and efficient exchange of the Valeant Know-How during the Term.
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Exchange of Data and Know How 
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