Amicus Know-How definition

Amicus Know-How means all confidential Know-How which (i) Amicus or its Affiliates Control as of the Effective Date, or (ii) subject to Section 12.3 and Section 14.3.10(b), is Controlled by Amicus or its Affiliates after the Effective Date during the Term of this Agreement and developed or acquired by or on behalf of Amicus or its Affiliates outside the Program and without the use of Program Improvements; in each case, that is reasonably necessary or actually used to Develop, Manufacture or Commercialize Products in the Field for the Territory. Notwithstanding the foregoing, Amicus Know-How shall not include: (a) information which is or becomes part of the public domain through no breach of this Agreement by GSK; (b) information which GSK can demonstrate by its written records was known by GSK or its Affiliates prior to the disclosure thereof by Amicus or its Affiliate; (c) information which is independently developed by GSK or its Affiliates outside of the Program, so long as such development does not result from use of Amicus Know-How, and such independent development can be demonstrated by written records; and (d) information that becomes available to GSK or its Affiliates on a non-confidential basis, whether directly or indirectly, from a Third Party who is not bound by a confidentiality obligation to Amicus or its Affiliates.

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Amicus Know-How means all confidential Know-How which (a) Amicus or its Affiliates Control as of the Effective Date; or (b) subject to Sections 12.2 and 14.4(b), is Controlled by Amicus or its Affiliates after the Effective Date and during the Term of this Agreement, and that is developed or acquired by or on behalf of Amicus or its Affiliates outside the Program and without the use of Program Improvements or Co-Formulation Product IP; in each case (a) and (b), that is reasonably necessary or actually used to Develop, Manufacture or Commercialize Products in the Field for the Territory. Notwithstanding the foregoing, Amicus Know-How shall not include: ****** - Material has been omitted and filed separately with the Commission. (i) information which is or becomes part of the public domain through no breach of this Agreement by GSK; (ii) information which GSK can demonstrate by its written records was known by GSK or its Affiliates prior to the disclosure thereof by Amicus or its Affiliate; (iii) information which is independently developed by GSK or its Affiliates outside of the Program, so long as such development does not result from use of Amicus Know-How, and such independent development can be demonstrated by written records; and (iv) information that becomes available to GSK or its Affiliates on a non-confidential basis, whether directly or indirectly, from a Third Party who is not bound by a confidentiality obligation to Amicus or its Affiliates.

Amicus Know-How means Know-How Controlled by Amicus as of the Effective Date or during the Term, and that is necessary, useful or actually used by Amicus to Develop, Manufacture or Commercialize Licensed Products in the Field.

Examples of Amicus Know-How in a sentence

• Subject to Section 2.1 and pursuant to the procedures set out in Section 5.2.3, Amicus shall make available to GSK, and GSK shall have complete access to, at no charge to GSK, all clinical trial data and all additional data, in each case, to the extent included in the Amicus Know-How, resulting from any clinical trials performed by Amicus, its Affiliates, or licensee with respect to the Compound and Product in the Territory.

• Amicus shall provide all Amicus 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 Amicus Know-How during the Term.

• During the Term, Amicus shall provide to GSK promptly upon the request of GSK and at no cost or expense to GSK, all Amicus Know-How that has not previously been provided to GSK.

• Subject to GSK’s license rights under the License and any license under the Amicus Trademarks and/or Amicus House Marks granted to GSK pursuant to Sections 2.1, 2.4, or 6.3, as applicable, as between the Parties, Amicus will own or Control the Amicus Intellectual Property, Amicus Confidential Information, Amicus Know-How, Amicus Trademarks and Amicus House ▇▇▇▇ owned or Controlled by Amicus in the Territory as of the Effective Date.

• Third Party any right, title or interest in the Amicus Patent Rights or Amicus Know-How directly relating to the Development, Manufacture or Commercialization of Licensed Products in the Shire Territory.

• Subject to GSK’s license rights under the License and any license under the Amicus Trademarks and/or Amicus House Marks granted to GSK pursuant to Sections 2.1, 2.4, or 6.3, as applicable, as between the Parties, ▇▇▇▇▇▇ will own or Control the Amicus Intellectual Property, Amicus Confidential Information, Amicus Know-How, Amicus Trademarks and Amicus House Mark owned or Controlled by ▇▇▇▇▇▇ in the Territory as of the Effective Date.

• Promptly following Shire’s request, Amicus shall transfer, or cause to be transferred, to Shire or such Third Party manufacturer all Amicus Know-How that is necessary, useful or actually used for such Manufacture of Materials (and the cost of such transfer of Amicus Know-How shall be shared equally by the Parties), and shall make personnel of Amicus reasonably available to assist Shire and/or its contractor in implementing the Amicus Know-How necessary to Manufacture such Materials.

• Promptly following the Effective Date, Amicus will make available to Shire, at no cost or expense to Shire, all Amicus Know-How necessary, useful or used to Develop Licensed Products within the Field, including all Data for such Licensed Products within the Field that Amicus has of the Effective Date.

• Subject to any license or other rights granted to GSK pursuant to the terms of this Agreement, as between the Parties, Amicus will own or Control the Amicus Intellectual Property, Amicus Confidential Information, Amicus Know-How, and Amicus House ▇▇▇▇ owned or Controlled by Amicus in the Territory as of the Effective Date.

More Definitions of Amicus Know-How

Amicus Know-How means all confidential Know-How which (a) Amicus or its Affiliates Control as of the Effective Date; or (b) subject to Sections 12.2 and 14.4(b), is Controlled by Amicus or its Affiliates after the Effective Date and during the Term of this Agreement, and that is developed or acquired by or on behalf of Amicus or its Affiliates outside the Program and without the use of Program Improvements or Co-Formulation Product IP; in each case (a) and (b), that is reasonably necessary or actually used to Develop, Manufacture or Commercialize Products in the Field for the Territory. Notwithstanding the foregoing, Amicus Know-How shall not include: