Arena Know-How definition

Arena Know-How means all Know-How that (a) is Controlled by Arena or any of its Affiliates, including any Know-How of an Arena ex-US Distributor that is Controlled by Arena or any of its Affiliates, as of the Effective Date or at any time during the Term, (b) is necessary or useful for the development or Commercialization by Eisai of the Initial Product or an Additional Product in the Territory in accordance with this Agreement, but excluding all Arena Independent Know-How and Program Know-How and (c) that is Confidential Information of Arena.
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Arena Know-How means all Know-How that (a) is Controlled by Arena or any of its Affiliates, including any Know-How of an Arena ex-Territory Distributor that is Controlled by Arena or any of its Affiliates, as of the Effective Date, or at any time during the Term, (b) is necessary or useful for the development or Commercialization by Eisai of the Initial Product or an Additional Product in any country in the Territory in accordance with this Agreement, but excluding all Arena Independent Know-How and Program Know-How and (c) is Confidential Information of Arena.
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Arena Know-How means all information, materials (including compounds) and technology, including, but not limited to, discoveries, processes, methods, protocols, formulas, data, inventions (including, Arena Program Information and Inventions, and Arena’s rights in Collaboration Information and Inventions), know-how and trade secrets, patentable or otherwise, which during the term of this Agreement are: (a) owned or Controlled by ARENA; (b) not generally known; and (c) necessary or useful to MERCK in connection with the Program, or the research, development, manufacture, marketing,
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Examples of Arena Know-How in a sentence

  • Arena and its Affiliates have, and shall retain, all right, title and interest in and to the Arena Know-How and Arena Patents and any other intellectual property rights owned by Arena or its Affiliates as of the Effective Date or developed by Arena or its Affiliates during the Term.

  • Upon Eisai’s request during the Term, Arena shall provide Eisai with physical copies of any such written Arena Know-How, at Eisai’s expense.

  • MERCK and ARENA thereafter shall consult and cooperate fully to determine a course of action including, without limitation, the commencement of legal action by either or both of MERCK and ARENA, to terminate any infringement of such Patent rights or any misappropriation or misuse of Arena Know-How or Merck Know-How.

  • To the Knowledge of Arena, the discovery, identification, conception, reduction to practice or other making of any inventions claimed in the Arena Patents or any Arena Know-How existing as of the 2nd Amendment Effective Date have not constituted or involved the misappropriation of trade secrets of any Third Party.

  • To the Knowledge of Arena, the discovery, identification, conception, reduction to practice or other making of any inventions claimed in the Arena Patents or any Arena Know-How existing as of the Amendment Effective Date have not constituted or involved the misappropriation of trade secrets of any Third Party.

  • However, ARENA, upon notice to MERCK, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of ARENA (and, if appropriate, MERCK), or to control the defense of any declaratory judgment action relating to Arena Patents or Arena Know-How.

  • None of the Arena Patents or Arena Know-How existing as of the Effective Date is subject to any funding agreement with any government or governmental agency.

  • Each Party agrees at its expense and as it each determines appropriate to file, prosecute and maintain in the Territory, upon appropriate consultation with the other Party, Patents relating to the Program Information and Inventions owned in whole by such Party, and, with respect to ARENA, the inventions in the Arena Patents and Arena Know-How licensed to MERCK under this Agreement.

  • If MERCK, its Affiliates or sublicensees develop a diagnostic or pharmaco-genomic product or service resulting from the use of Arena Know-How, the Parties shall negotiate in good faith an appropriate royalty compensation prior to commercialization of such diagnostic, pharmaco-genomic product or service.

  • Arena and its Affiliates have, and shall retain, all right, title and interest in and to the Arena Know-How and Arena Patents and any other intellectual property rights owned by Arena or its Affiliates as of the Effective Date or developed by Arena or its Affiliates during the Term, excluding the Program Patents and the Program Know-How.


More Definitions of Arena Know-How

Arena Know-How means any Information that (a) is Controlled by Arena on the Effective Date or during the Research Term and the one year period thereafter, and (b) relates directly to an Active Compound or is directly useful for purposes of the Research Program or is necessary for the manufacture, use or sale of any Collaboration Product, but excluding the Arena Patents and Joint Patents and Information disclosed therein.
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Arena Know-How means (a) the Purchased Know-How; and (b) all Know-How that is Controlled by Arena or any of its Affiliates and used by Arena or its Affiliates at any time during the period of twenty-four months prior to the Effective Date in connection with the Manufacture of Products. In the event of an assignment of this Agreement by Arena to a Third Party, the references to “Arena” in this definition shall be construed to mean Arena Pharmaceuticals GmbH and not its assignee; provided that for purposes of the use of “Affiliates” in the preceding sentence after an assignment of this Agreement by Arena to a Third Party, the reference to “Party” in the definition of “Affiliate” shall be deemed a reference to “Arena Pharmaceuticals GmbH”. ***Confidential Treatment Requested
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Arena Know-How means all information, including, without limitation, Confidential Information, tangible materials, ideas, inventions (including patentable inventions), practices, methods, knowledge, skill, experience, documents, animal models, patent and legal data or descriptions, chemical formulations, processes, techniques, data, rights of reference and trade secrets which are owned or controlled by Arena on the Effective Date or developed by Arena during the term of the Agreement.
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Arena Know-How means all Know-How that (a) is Controlled by Arena or any of its Affiliates as of the Effective Date, or at any time during the Term, and (b) is reasonably necessary for the development, manufacture or Commercialization of the Compounds or the Initial Product in the Field in accordance with this Agreement, but excluding [***].
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Arena Know-How means all information, materials (including compounds) and technology, including, but not limited to, discoveries, processes, methods, protocols, formulas, data, inventions (including, Arena Program Information and Inventions, and Arena’s rights in Collaboration Information and Inventions), know-how and trade secrets, patentable or otherwise, which during the term of this Agreement are: (a) owned or Controlled by ARENA; (b) not generally known; and (c) necessary or useful to MERCK in connection with the Program, or the research, development, manufacture, marketing, use, or sale of Compound or Product in the Territory, but excluding published ARENA Patents and Collaboration Patents.
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Arena Know-How means (a) the Purchased Know-How; and (b) all Know-How that is Controlled by Arena or any of its Affiliates and used by Arena or its Affiliates at any time during the period of twenty-four months prior to the Effective Date in connection with the Manufacture of Products. In the event of an assignment of this Agreement by Arena to a Third Party, the references to “Arena” in this definition shall be construed to mean Arena Pharmaceuticals GmbH and not its assignee; provided that for purposes of the use of “Affiliates” in the preceding sentence after an assignment of this Agreement by Arena to a Third Party, the reference to “Party” in the definition of “Affiliate” shall be deemed a reference to “Arena Pharmaceuticals GmbH”.
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Related to Arena Know-How

  • Joint Know-How has the meaning set forth in Section 8.1.2.

  • Licensor Know-How means any and all Know-How that (a) is Controlled by Licensor or any of its Affiliates as of the Effective Date or at any time thereafter during the Term and (b) pertains to the Manufacture, use or sale of Licensed Products, including Research Inventions (other than Research Patents).

  • Licensed Know-How means all Know-How that (a) is Controlled by Pfizer or any of its Affiliates as of the effective date of the Pfizer-MPP Agreement, (b) directly relates to the use of the Compound, Product or Licensed Product in the Field, and (c) is not in the public domain or otherwise generally known. For the avoidance of doubt, (i) Licensed Know-How shall not include any Know-How to the extent solely and directly related to any other Pfizer compound or to the extent related to the use of the Compound, Product or Licensed Product outside the Field and (ii) Licensed Know-How includes only that Know-How, designated by Pfizer in its sole discretion, necessary for the manufacture, registration and commercialization of the Compound and/or Licensed Product for use in the Field. For the avoidance of doubt, Licensed Know-How excludes any Know-How related to ritonavir that has been (either as of the Effective Date or at any time during the term of this Agreement) in-licensed by Pfizer from any Third Party.

  • Program Know-How means all Information and inventions that are conceived, discovered, developed, or otherwise made by or on behalf of either Party or its Affiliates or licensees, solely or jointly with the other Party or its Affiliates or licensees, under this Agreement.

  • Know-How means all existing and available technical information, know-how and data, including inventions (whether patentable or not), discoveries, trade secrets, specifications, instructions, processes and formulae, including all biological, chemical, pharmacological, biochemical, toxicological, pharmaceutical, physical, safety, quality control, preclinical and clinical data;

  • Product Know-How means Know-How

  • Licensee Know-How means all Information that is: (a) Controlled by Licensee or its Affiliates as of the Effective Date or during the Term that is not publicly known, even though parts thereof may be known, and (b) necessary to develop, make, have made, use, sell, offer to sell, have sold, import or export the Product. “Licensee Know-How” does not include Licensee Patent Rights.

  • Collaboration Know-How means all Know-How conceived, discovered, developed or otherwise made by or on behalf of a particular Party or any of its Affiliates or permitted subcontractors of any of the foregoing (solely or jointly by or on behalf of a particular Party or any of its Affiliates or permitted subcontractors of any of the foregoing) in the course of [***].

  • Manufacturing Know-How means, with respect to the Product or any Variant thereof, the technology, data, designs, processes, methods, specifications and other know-how used in connection with the formulation, manufacture, labeling, packaging, quality control, release testing, and production of the Product, and all ingredients used therein and portions thereof.

  • Technical Information means technical data or computer software, as those terms are defined in the clause at DFARS 252.227-7013, Rights in Technical Data-Noncommercial Items, regardless of whether or not the clause is incorporated in this solicitation or contract. Examples of technical information include research and engineering data, engineering drawings, and associated lists, specifications, standards, process sheets, manuals, technical reports, technical orders, catalog-item identifications, data sets, studies and analyses and related information, and computer software executable code and source code.

  • Controlled technical information means technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination. Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution Statements on Technical Documents. The term does not include information that is lawfully publicly available without restrictions.

  • Licensor Technology means the Licensor Patents, the Licensor Know-How, Licensor Materials, Product IP, and Licensor’s rights in the Program IP and Joint Patents.

  • Manufacturing Technology means any and all patents, patent applications, Know-How, and all intellectual property rights associated therewith, and including all tangible embodiments thereof, that are necessary or useful for the manufacture of adeno- associated viruses, adeno-associated virus vectors, research or commercial reagents related thereto, Licensed Products, or other products, including manufacturing processes, technical information relating to the methods of manufacture, protocols, standard operating procedures, batch records, assays, formulations, quality control data, specifications, scale up, any and all improvements, modifications, and changes thereto, and any and all activities associated with such manufacture. Any and all chemistry, manufacturing, and controls (CMC), drug master files (DMFs), or similar materials provided to regulatory authorities and the information contained therein are deemed Manufacturing Technology.

  • Licensed Technology means the Licensed Know-How and Licensed Patents.

  • Program Technology means Program Know-How and Program Patents.

  • Background Material means any pre-existing works in which the Intellectual Property Rights are owned by either Party, which have been prepared by that Party outside the scope of this Agreement or which were licensed from a third party by that Party.”

  • Research Use shall have the meaning given in Section 2.2.2 of this Agreement.

  • Background Technology means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the Statement of Work, or have been developed by Contractor outside of its performance under the Statement of Work. Background Technology will also include any general consulting tool or methodology created by Contractor, which will not be required to be identified in the Statement of Work.

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

  • CREFC® Intellectual Property Royalty License Fee With respect to each Mortgage Loan (including any REO Mortgage Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

  • SAP Technology Solution(s means SAP NetWeaver Foundation for Third Party Applications, SAP Business Technology Platform (excluding when used solely as a Connectivity App between an SAP Application and ERP), SAP Signavio Solutions and SAP Process Insights (including any renamed, prior and/or successor versions of any of the foregoing made generally available by SAP if any but excluding when any of the foregoing are used as a User Interface for ERP.

  • Licensee Technology means the Licensee Know-How and Licensee Patents.

  • Company Technology means all Technology owned or purported to be owned by the Company.

  • Progeny means unmodified descendent from Material, such as virus from virus, cell from cell, or organism from organism.

  • Publicity Material means the promotional gifts, catalogues, pamphlets and all and any advertising and publicity material whatsoever which an Exhibitor wishes to display, distribute or use at the Exhibition.