Takeda Know-How definition

Takeda Know-How means (a) all Information and Inventions Controlled by Takeda or its Affiliates as of the Effective Date that are necessary or reasonably useful to Exploit a Licensed Compound or a Licensed Product and (b) all Information and Inventions developed after the Effective Date and Controlled by Takeda or its Affiliates (other than Licensee Know-How and Joint Know-How) during the Term that are necessary to Exploit a Licensed Compound or a Licensed Product. Takeda Know-How excludes any Information contained within or Inventions Covered by, a published Takeda Patent Right.

Takeda Know-How means all Information as of the Effective Date or during the Term that (a) is Controlled by Takeda; and (b) either (i) is reasonably necessary to Exploit the Compound or a Product in the Field in the Territory or (ii) is (or was) used by Takeda during the Term or prior to the Effective Date in the Exploitation of a Compound or a Product.

Takeda Know-How means all Information Controlled by Takeda or its Affiliates as of the Effective Date or during the Term (other than as a result of a license from ITI) that is necessary or reasonably useful for the Development, Manufacture or Commercialization of Compounds or Products in the Field. For clarity, Takeda Know-How excludes Information contained within the Takeda Patents, and the use of “Affiliate” in this definition shall exclude any Third Party that becomes an Affiliate after the Effective Date due to an acquisition by such Third Party or its Affiliate of Takeda (that is, a parent company of Takeda or an Affiliate of such parent company), subject to the terms of Section 15.5.

Examples of Takeda Know-How in a sentence

• Takeda Know-How excludes any Information contained within or Inventions Covered by, a published Takeda Patent Right.

• If Myovant wishes to transfer the Takeda Know-How to any other Qualified Designee, then Myovant (and its initial Qualified Designee) shall be solely responsible for such technology transfer thereto; provided, however, that if Myovant reasonably requests Takeda’s assistance, Takeda may provide such assistance as far as reasonably needed and available to Takeda.

• Takeda shall provide to Ovid, promptly following the Effective Date, and promptly during the Term upon such Takeda Know-How being obtained or generated by Takeda, at no additional cost or expense to Ovid, an electronic copy of all Takeda Know-How as is necessary to enable Ovid to perform its obligations under this Agreement and exercise its rights under this Agreement, to the extent such Takeda Know-How has not previously been provided hereunder.

• To the extent permissible under Applicable Laws, all employees of each Party or its Affiliates performing activities under this Agreement shall be under an obligation to assign all right, title and interest in and to their inventions and other Ovid Know-How or Takeda Know-How, as applicable, whether or not patentable, and intellectual property rights therein, to such Party or its Affiliate(s) as the sole owner thereof.

• Each Party will pay all such remuneration due to such inventors with respect to such inventions and other Ovid Know-How or Takeda Know-How, and intellectual property rights therein.

More Definitions of Takeda Know-How

Takeda Know-How means all Know-How Controlled by Takeda or its Affiliates as of the Effective Date or at any time during the Term that is [***] for the composition of matter, method of making or using, or formulation of a Product, other than the Orexigen Know-How. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Takeda Know-How means (a) all Information and Inventions Controlled by Takeda or its Affiliates as of the Effective Date that are necessary or reasonably useful to Exploit a Licensed Compound or a Licensed Product and (b) all Information and Inventions developed after the Effective Date and Controlled by Takeda or its Affiliates (other than Licensee Know-How and Joint Know-How) during the Term that are necessary to Exploit a Licensed Compound or a Licensed Product. Takeda Know-How excludes any Information contained within or Inventions Covered by a published Takeda Patent Right. [See License Agreement Section 1.147]

Takeda Know-How means Information Controlled by Takeda during the Term that is necessary or actually used to Exploit a Biologic or a Product, in each case, Directed to a Designated Target, in the Field in the Territory, including any related Regulatory Documentation and Clinical Data.

Takeda Know-How means all Information that is Controlled by Takeda or its Affiliates during the Term under this Agreement and is necessary or useful for the Development, manufacture or Commercialization of the Product. For clarity, Takeda Know-How excludes Takeda Patents.

Takeda Know-How means collectively (i) any Information and Inventions Controlled by Takeda as of the Effective Date that are necessary to Exploit a Compound or Product in the Field in the Territory and (ii) any Information and Inventions which first become Controlled by Takeda after the Effective Date that are directed to a Compound or Product in the Field in the Territory, including any Information disclosed by Takeda to Licensee under Section 12.2. Takeda Know-How excludes any Information contained within a Takeda Patent. For clarity, as of the Effective Date, Takeda Know-How consists solely of Information and Inventions that are directed to vonoprazan fumarate.

Takeda Know-How means all Information and Inventions Controlled by Takeda or any of its Affiliates as of the Effective Date that is necessary or useful to Exploit the Compound or any Product in the Field in the Territory. Takeda Know-How excludes any Information or Inventions contained within a Takeda Patent and any Information or Inventions that are not Controlled by Takeda or any of its Affiliates as of the Effective Date (even if such Information or Inventions is Controlled by Takeda or any of its Affiliates at any time during the Term after the Effective Date). Notwithstanding the foregoing, Takeda Know-How shall include all pre-clinical data, results and reports generated, and all Inventions conceived or reduced to practice, solely by or on behalf of Takeda or any of its Affiliates at any time during the Term in the course of Takeda’s conduct of the Research Material Synthesis Activities.

Takeda Know-How means all Know-How owned or Controlled by Takeda (including all of Takeda’s Inventions that are necessary or useful to Exploit Compounds or Products in the Field in the Territory), as of the Effective Date or during the Term, that is used by Takeda to Exploit Compounds and Products in the Field in the Territory. To the extent that the foregoing sentence would cause any “Takeda Know-How” to include any Know-How owned or Controlled by Takeda related to the use of a Compound or a Product (which, for the purposes of this sentence only, does not include a “Combination Product”) in combination with another compound or product (including the use of a Compound or a Product as part of a Combination Product), such inclusion shall not cause “Takeda Know-How” to include any other Know-How owned or Controlled by Takeda related to such other compound or product or the use or manufacture of such other compound or product (or the other active component of a Combination Product) that is not a Compound or a Product.