Business Know-How definition

Business Know-How means (a) all confidential or proprietary technical and business information contained in the Books and Records or otherwise transferred to Buyer pursuant to the Transition Services Agreement, and (b) all Know-How and other Trade Secrets used to manufacture, formulate, test, package, store, stabilize, market, distribute or sell the Business Products as of the Closing Date or required as of the Closing Date to comply with all applicable regulatory requirements in connection therewith.

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Business Know-How means all books, records, technology, formulas, know-how recorded on paper or other media in the books and records of MW, quality control records, finished product specifications, packaging supplies specifications, product registrations, records relating to the adoption and use of the Intellectual Property (as defined above), marketing plans, sales records and histories, market research data, promotional advertising and marketing materials, radio, television and Internet commercials, Internet web sites, print advertisements, customer lists, label and shipping carton dies, designs, films, earthwork, photography, mechanical art, color separations, prints, plates, and graphic materials, permits and licenses, and inventory records, used in or necessary to conduct the Business as currently conducted. In regard to the Intellectual Property, and except as set forth on SCHEDULE 3.9, (i) the patents, Trademarks and the copyrights are valid, subsisting and enforceable, and the patents, the Trademarks and the copyrights are duly recorded in the name of MW, and can be recorded in the name of MCAC or the Surviving Corporation, (ii) MW has, and after the Closing MCAC will have, the sole and exclusive ownership and right, free from any Liens, to use Intellectual Property and applications therefor set forth on SCHEDULE 3.9 and the full right to use the trade names, assumed names, fictitious names, technology, know-how and processes referred to in such lists and all trade secrets used in or necessary to the conduct of the Business of MW, and the consummation of the transactions contemplated hereby will not materially alter or impair any such rights. Except as set forth on SCHEDULE 3.9, within the last ten (10) years, no claims have been asserted by any entity or person with respect to the ownership, validity, enforceability or use of or challenging or questioning the validity or effectiveness of any of the Intellectual Property. Furthermore, the use or other exploitation of such Intellectual Property by MW does not infringe the rights of any other entity or person; and the Stockholders are not able to identify any other entity or person infringing the rights of MW with respect to such Intellectual Property.

Business Know-How means all Know-How that both (a) is owned by Seller Parent or its Subsidiaries and (b) is Related to the Business.

Examples of Business Know-How in a sentence

How other than Business Know-How owned by the Seller and/or its Affiliates and which is used within the Business immediately prior to the Closing Date.
The Company owns and holds the exclusive right, title and unrestricted interest in all Intellectual Property and Business Know-How which is used by the Company, or which is used or proposed to be used in, or necessary for, the Business.
The Parties agree and acknowledge that Business Know-How may not be contained in Books, Records and Files, and notwithstanding anything in this Agreement other than Section 7.25 to the contrary, but subject to the terms and conditions of the Transition Services Agreement, neither Party nor any of its Affiliates shall have any obligation to deliver or effect any transfer of Business Know-How to another Party beyond its obligations under this Agreement to deliver Books, Records and Files.
The Company has not made, intended to make or intends to make any claim, whether for infringement, damages or otherwise, to any Person regarding the use of Intellectual Property and Business Know-How, nor does any valid basis exist for such claims.
Sprint will provide the requested Business Know-How and other information, as applicable (including summaries of Documentation, if available), in a reasonable amount of time.

More Definitions of Business Know-How

Business Know-How means any Know-How owned by Philips Group-Old, which originated within any entities of Philips Group-Old and that is primarily used or primarily intended to be used within PSI Group as of the Closing Date.

Business Know-How means any Know-How in existence as of the Closing that is used in (a) the Business and (b) the manufacture of Creon®.

Business Know-How means any and all Know-How used primarily in connection with, or developed primarily for, the Business.

Business Know-How means any Know-How owned or controlled by Seller or its Subsidiaries necessary for, used for, held for use for or primarily related to the Business, including the Know-How set forth on Annex C.

Business Know-How means all rights and interest held by the Seller in Know-how (whether as owner, licensee or otherwise), which in the two years immediately before Closing has been used in relation to the Business;

Business Know-How. Section 3.9 "Cash Portion" Section 2.3(b) "CERCLA" Section 3.11(c)(i)

Business Know-How means all trade secrets and business information including inventions, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, diagrams, specifications, customer and supplier lists, catalogs, pricing and cost information, and business and marketing plans and proposals used in the operation or conduct of the Business prior to the Closing Date.