ARYx Know-How means all Know-How (other than any Know-How licensed to ARYx under the [*] Agreement) that is (a) possessed as of the Effective Date by ARYx or any Person that is an Affiliate of ARYx on the Effective Date, (b) Controlled by ARYx or any Person that is an Affiliate of ARYx on the Effective Date, and (c) reasonably required or useful for the Exploitation of Licensed Products. For the avoidance of doubt, ARYx Know-How excludes any Know-How comprising the P&G Inventions.
The previous sentence shall not be interpreted as permitting ARYx to use ARYx Know-How within the scope of the exclusive license granted to P&G pursuant to Section 2.1 (subject to Section 2.3).
In addition, each Party shall be permitted to disclose the ARYx Know-How (other than such information which pertains to a method of manufacturing a Licensed Compound) on a need-to-know basis to investors, prospective investors, bankers, prospective acquirors, or their respective employees or agents in connection with any potential financing or acquisition of such Party.
Notwithstanding the foregoing, ARYx shall not have any obligation to return any ARYx Know-How to P&G and, in the event of any termination of this Agreement other than for ARYxs material breach, the ARYx Know-How shall cease to be the Confidential Information of P&G and shall revert to being the Confidential Information of ARYx alone.