IAVI Know How definition

IAVI Know How means all unpatented Know How which is Controlled by IAVI and has been developed, solely or with a Third Party, by IAVI either (a) under the Development Program or (b) outside of the Development Program but during the Development Period through the use of Program Materials; and which, in each case, is reasonably necessary or useful for the Development, Manufacture and/or Commercialization of an AAV product; provided, however, that, in any event, IAVI Know How shall exclude any Joint Know How and Patent Rights.
Sample 1

Examples of IAVI Know How in a sentence

  • As of the Effective Date, IAVI has not utilized, or granted a right or license to any Third Party of any Joint Patent Right or Joint Know How for any other purpose other than the Development, Manufacture or Commercialization of an IAVI Vaccine, and IAVI has not utilized, or granted a right or license to any Third Party of any IAVI Know How or IAVI Patent Rights, for any AAV product other than the IAVI Vaccine.

  • During the term of this Agreement, IAVI shall not exercise, license or sublicense any rights of IAVI in or under any Joint Patent Right, any IAVI Patent Right, any Joint Know How, or any IAVI Know How that would be inconsistent with the rights and licenses granted under this Agreement other than, and only to the extent necessary, to assist IAVI to fulfill its obligations under the terms and conditions of this Agreement.

  • If, after that date, IAVI Know How, Joint Know How owned by IAVI but not TGC or TGC Know How funded by IAVI during the Development Period is used by TGC or its sublicensees in the Development, Manufacture or Commercialization of a TGC Other Vaccine, IAVI will agree to a reasonable reduction in the TGC Other Royalty after consultation with the other Parties, which will be paid by TGC to IAVI on a country by country basis, until twelve (12) years from the initial receipt of TGC Royalty Revenue.

  • In the event that IAVI terminates this Agreement under Sections 9.2 or 9.3, IAVI shall for so long as the licenses granted to TGC pursuant to Section 5.5 survive (1) provide TGC with reasonable prior notice of [*] of any rights of IAVI in or under, any IAVI Know How or Joint Know How [*]; and (2) not [*] in or under any IAVI Patent Right, IAVI Know How, Joint Patent Right or Joint Know How for the [*].

  • If, after that date, IAVI Know How, Joint Know How owned by IAVI but not TGC or TGC Know How funded by IAVI during the Development Period is used by TGC or its sublicensees in the Development, Manufacture or Commercialization of an TGC anti-HIV Vaccine, IAVI will agree to a reasonable reduction in the TGC HIV Royalty after consultation with the other Parties, which will be paid by TGC to IAVI on a country by country basis, until twelve (12) years from the initial receipt of TGC Royalty Revenue.

  • In consideration of the obligations, commitments, rights and representations made by IAVI herein, including, but not limited to IAVI’s funding of the Development Program and IAVI’s agreement to provide access to certain IAVI Know How and IAVI Patent Rights that may be necessary or useful in the development of TGC Vaccines pursuant to Section 5.5, TGC shall issue IAVI shares of TGC’s common stock and pay IAVI royalties pursuant to Sections 4.3.2 and 4.3.1. *Confidential Treatment Requested.

  • Subject to the terms and conditions of this Agreement and the Clinical Supply Agreement, IAVI hereby grants to TGC a [*] license under the IAVI Know How and IAVI Patent Rights which are [*] to make, have made, use, sell, offer for sale and import any AAV product, including without limitation [*]; provided, however, IAVI retains an [*] license to Develop, Manufacture and Commercialize any IAVI Vaccine for the Developing World.

  • IAVI shall provide to TGC such documents recording or describing any IAVI Know How needed to exercise the licenses in (i) and (ii) above.

Related to IAVI Know How

  • Program Know-How which means any and all Know-How that is created, conceived, discovered, first generated, invented, first made or first reduced to practice, in each case (i) by or on behalf of [***], (ii) by or on behalf of [***] or (iii) by or on behalf of [***], but expressly excluding any Joint Program Know-How.

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

  • Know-How means all know-how, trade secrets, inventions, data, processes, techniques, procedures, compositions, devices, methods, formulas, protocols and information, whether or not patentable, which are not generally publicly known, including, without limitation, all chemical, biochemical, toxicological, and scientific research information, whether in written, graphic or video form or any other form or format.

  • Licensed Know-How means any and all unpatented and/or non-patentable technical data, documents, materials, samples and other information and know‐how that is Controlled by LICENSOR or any of its Affiliates as of the Effective Date or thereafter during the Term that relates to, or is otherwise reasonably necessary or reasonably useful for, the use, Development, manufacture, or Commercialization of the Product. Licensed Know-How shall not include Licensed Patents.

  • 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).

  • Product Know-How means Know-How

  • 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.

  • Licensee Know-How means all Information and Inventions Controlled by Licensee or its Affiliates (other than the Takeda Know-How and Joint Know-How) during the Term that are necessary to Exploit a Licensed Compound or a Licensed Product. Licensee Know-How excludes any Information contained within or Inventions Covered by a published Licensee Patent Right.

  • Collaboration Know-How means all Know-How and Materials discovered, created, conceived, developed or reduced to practice in the course of performing activities under the Collaboration Program (whether solely by one Party or jointly by the Parties, in each case with their Affiliates or any Third Parties or any employees, consultants or agents of any of the foregoing which perform activities under the Collaboration Program).

  • 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.

  • 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-Non Commercial 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.

  • 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.”

  • 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.

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

  • 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.

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

  • Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.

  • Company Technology means all Technology used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, or owned or held for use by the Company or any of its Subsidiaries.

  • Biological Materials means certain tangible biological materials that are necessary for the effective exercise of the Patent Rights, which materials are described on Exhibit A, as well as tangible materials that are routinely produced through use of the original materials, including, for example, any progeny derived from a cell line, monoclonal antibodies produced by hybridoma cells, DNA or RNA replicated from isolated DNA or RNA, recombinant proteins produced through use of isolated DNA or RNA, and substances routinely purified from a source material included in the original materials (such as recombinant proteins isolated from a cell extract or supernatant by non-proprietary affinity purification methods). These Biological Materials shall be listed on Exhibit A, which will be periodically amended to include any additional Biological Materials that Medical School may furnish to Company.

  • Biological Material means any material containing genetic information and capable of reproducing itself or being reproduced in a biological system;

  • Medical information means any individually identifiable information, in electronic or physical form, in possession of or derived from a provider of health care, health care service plan, pharmaceutical company, or contractor regarding a patient's medical history, mental or physical condition, or treatment and shall have the meaning given to such term under California Civil Code § 56.05.

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

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • clinical investigation means any systematic investigation in one or more human subjects, undertaken to assess the safety or performance of a device;