Program Know-How Clause Samples
The Program Know-How clause defines the ownership, use, and protection of specialized knowledge, techniques, or processes developed or used within a particular program. Typically, this clause clarifies whether such know-how remains the property of the party that developed it or if it can be shared, licensed, or used by other parties involved in the agreement. For example, it may specify that proprietary methods or confidential information created during a project cannot be disclosed to third parties without consent. The core function of this clause is to safeguard valuable intellectual assets and prevent unauthorized use or disclosure, thereby protecting the competitive advantage and interests of the party that possesses the know-how.
Program Know-How. Subject to the licenses granted under this Agreement, Tularik and Merck shall each solely own the entire right, title and interest in and to any Program Know-How made or discovered solely by it, and the parties shall own jointly the entire right, title and interest in and to Program Know-How jointly made or discovered.
Program Know-How. Each Party shall share Program Know-How owned or Controlled by it with the other Party in a reasonably detailed annual report (“Know-How Report”). Such Know-How Reports will be exchanged by the Parties prior to January 31st of each Calendar Year of the Term.
Program Know-How. (i) Subject to the terms and conditions of any Third Party Collaboration, Program Know-How that constitutes Adimab Core Technology Improvements shall be owned by Adimab and considered Adimab’s Confidential Information, and, subject to Section 4.2(b)(ii) and the terms and conditions of any Third Party Collaboration, all Program Antibodies shall be owned by Adimab. [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
(ii) Subject to the terms and conditions of any Third Party Collaboration, Program Know-How that constitutes Mersana Core Technology Improvements shall be owned by Mersana and considered Mersana’s Confidential Information, and, subject to Section 4.2(c)(ii) and the terms and conditions of any Third Party Collaboration, all Linkers and Payloads shall be owned by Mersana.
(iii) Subject to the terms and conditions of any Third Party Collaboration, all Program Know-How other than Program Know-How referred to in the foregoing two (2) clauses of this Section 7.l(c) shall be jointly owned by the Parties and shall be considered the Confidential Information of both Parties.
(iv) The Parties’ confidentiality and non-use obligations under Article 8 as to Program Know-How shall be subject to Section 8.2; provided, however, that Sections 8.2(c) and 8.2(e) shall not apply to Program Know-How generated by one Party to the extent such Program Know-How constitutes the Confidential Information of the other Party or of both Parties under this Section 7.1(c).
Program Know-How. (a) Joint Program Know-How shall be considered Confidential Information of both Parties (and both Parties shall be deemed a disclosing Party and a receiving Party with respect thereto) for purposes of this Agreement, (b) Merck Program Know- How shall be considered Confidential Information of Merck for purposes of this Agreement and (c) SeaGen Program Know-How shall be considered Confidential Information of SeaGen for purposes of this Agreement.
Program Know-How. Exhibits D-1 and D-2 include a list of trade secrets and other know-how generated by the parties during the Collaboration Agreement. If, between the Termination Date and August 31, 2010, either party identifies know-how which should be set forth on Exhibit D-1 or D-2 but which was omitted, the discovering party shall notify the other party and the parties shall promptly amend such exhibit. Each party shall have the right to use such know-how for any purpose (and any other know-how developed pursuant to the Collaboration Agreement), except that (a) KHK shall have no right to use any of the clinical data or other information only related to AGS-003 or AGS-004 referenced on Exhibit D-1, (b) KHK’s use of any material designated on Exhibit D-1 and Exhibit D-2 as “trade secret” or “confidential” shall be subject to the confidentiality obligations referenced in paragraph 12 below and (c) KHK’s right to use such know-how shall not be construed to authorize any use in a manner that infringes any of the patent rights identified on Exhibit B or any other patent owned by Argos (with the exception of the co-owned patents identified on Exhibit A), or any patent licensed to Argos. From the Termination Date until August 31, 2010, each Party will provide reasonable assistance to the other Party to provide the other Party with access to or copies of any documents or information related to activities undertaken pursuant to the Collaboration Agreement. Without limiting the generality of the foregoing, KHK shall keep the KP Collabo [VPN] accessible to Argos until such date.
Program Know-How