Xencor Know-How means, to the extent necessary or useful for the manufacturing, Development or commercialization of a Compound, alone or as incorporated into a Product, or a Product (excluding any active ingredient that is not a Compound), all Information and Materials (including Data) that Xencor Controls on the Effective Date or during the Option Period or thereafter to the extent generated by or on behalf of Xencor in the course of activities related to any Compound or Product, but excluding any rights under Patents. For the avoidance of doubt, Xencor Know-How shall exclude: (a) Information and Materials to the extent pertaining to the composition of matter or formulation of, or any method of making or using, any Antibody (including any Excluded Antibody) that is not a Compound or any product that is not a Product, unless it is Controlled by Xencor and is reasonably necessary to manufacture, Develop or commercialize a Compound or Product; and (b) Information and Materials regarding Xencor’s proprietary XmAb® antibody engineering technologies, including […***…].
Xencor Know-How means Know-How Controlled by Xencor or its Affiliates as of the Effective Date or during the Term that is reasonably necessary to Research, Develop, Manufacture or Commercialize any Collaboration Construct or Collaboration Product. Xencor Know-How includes all Know-How within the Program IP Controlled by Xencor [***].
Xencor Know-How means all Information Controlled by Xencor on the Effective Date or during the Term that cover any Xencor Fc Domain to the extent reasonably necessary or useful to make, have made, use, sell, have sold, offer for sale or import any Compound in the Field in the Territory.
Examples of Xencor Know-How in a sentence
For clarity, Xencor retains the right at all times during the Term to practice the Xencor Patents and Xencor Know-How for all purposes, except, from the Option Exercise Date and thereafter during the Term, to Develop, make, have made, use, sell, have sold, offer for sale or import the Compound and Products in the Field in the Territory.
For clarity, it is understood that any Antibody that Amgen Develops or commercializes and which meets the definition “Compound” under Section 1.21 above, shall be deemed a “Compound” hereunder for all purposes of this Agreement, including the milestone and royalty obligations in Sections 6.5 and 6.7, whether or not such Compound incorporates or utilizes any Xencor Patents or Xencor Know-How.
From time to time during the Collaboration Period, Xencor shall disclose to Amgen such Xencor Know-How (including, but not limited to, Regulatory Filings) as is reasonably necessary for Amgen to perform any Pre-POC Development Plan activity for which Amgen is responsible or that the Parties otherwise mutually agree shall be undertaken by Amgen.
During the Collaboration Period, Xencor shall promptly disclose to Amgen any Xencor Know-How as is reasonably requested by Amgen to conduct activities permitted pursuant to the preceding sentence.
More Definitions of Xencor Know-How
Xencor Know-How means all unpatented Know-How that (i) is owned or Controlled by Xencor or its Affiliate as of the Xencor Agreement Effective Date, or owned or Controlled by Xencor or its Affiliate thereafter during the collaboration term of the Xencor Agreement, which is already expired, and (ii) is necessary or useful for Licensed Antibody, and/or Product development and/or commercialization (including Know-How relating to any method of making, using (including methods of administration and dosing regimens) or testing of (or in the case of testing, of or for the presence of) or Manufacturing of a Licensed Antibody and/or Product) or any article necessary or useful to practice (including those present during the practice of any such method) any of the foregoing; but specifically excluding computational protein design methods and drug discovery (but not development) methods and Know-How of an acquirer and/or the acquiring corporate family existing prior to or on the date of a Xencor Change of Control or independently of Xencor thereafter (for clarity, in the case where Xencor is merged into another entity, the references here to “Xencor” and “independently of Xencor” mean to refer to “the merged entity” and “independently of the merged entity”). Without limiting the generality of the definition set forth in this Section, the Xencor Know-How on the Execution Date is listed in more detail in EXHIBIT 4B hereto.
Xencor Know-How means Know-How Controlled by Xencor or its Affiliates as of the Effective Date or during the Term that is reasonably necessary to Research, Develop, Manufacture or Commercialize any Collaboration Construct or Collaboration Product. Xencor Know-How includes (a) all Know-How within the Program IP Controlled by Xencor (including jointly-owned Program IP) and (b) Xencor Non-PD1 Component Know-How.”
Xencor Know-How means Know-How that Xencor or any of its Affiliates Controls as of the Effective Date or during the Research Term (subject to Section 15.6) and that is reasonably necessary to research, develop, make, have made, use, export, sell and offer for sale or otherwise exploit Products in the Field in the Territory and (x) was used by Xencor and its Affiliates in its research and development of the Programs prior to the Effective Date or (y) that is used by Xencor or its Affiliates to perform the Research Program on or after the Effective Date, excluding Xencor Inventions. For clarity, and notwithstanding the foregoing, in all cases, Xencor Know-How (A) is limited to Know-How relating to (i) Fc domain variants for increased heterodimer formation and stability, or enhanced heterodimer separation, (ii) Bi-specific Antibody formats, (iii) Fv Regions that bind […***…], and (iv) Fc domain variants that ablate Fcg receptor binding and (B) does not include any Know-How related to other Xencor Fc variants, including Fc variants for enhanced FcgRIIb binding, enhanced ADCC or enhanced in vivo half-life.
Xencor Know-How means all Know-How Controlled by Xencor or its Affiliates during the Term that Cover any Fc Component to the extent expressly requested by Xxxxxx in writing to Xencor and provided to Omeros by Xencor or its Affiliates that is necessary or useful to develop, make, have made, use, sell, have sold, offer for sale or import any Licensed Product in the Field but excluding any Patents Controlled by Xencor. * [***] CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (A) IS NOT MATERIAL AND (B) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Xencor Know-How means Know-How Controlled by Xencor or its Affiliates as of the Effective Date or during the Invention Period that is reasonably necessary to Research, Develop, Manufacture or Commercialize any Licensed Antibody (other than an Fc Licensed Antibody) or Licensed Product (other than an Fc Licensed Product) in the Field, other than Xencor’s interest in Joint Collaboration IP and Xencor Collaboration IP. For clarity, and notwithstanding the foregoing, in all cases, Xencor Know-How [...***...]. Xencor Know-How excludes Know-How included in Fc Know-How.
Xencor Know-How means Know-How that Xencor or any of its Affiliates Controls as of the Effective Date or during the Research Term (subject to Section 15.6) and that is reasonably necessary to research, develop, make, have made, use, export, sell and offer for sale or otherwise exploit Products in the Field in the Territory and (x) was used by Xencor and its Affiliates in its research and development of the Programs prior to the Effective Date or (y) that is used by Xencor or its Affiliates to perform the Research Program on or after the Effective Date, excluding Xencor Inventions. For clarity, and notwithstanding the foregoing, in all cases, Xencor Know-How (A) is limited to Know-How relating to (i) Fc domain variants for increased heterodimer formation and stability, or enhanced heterodimer separation, (ii) Bi-specific Antibody formats, (iii) Fv Regions that bind […***…], and (iv) Fc domain variants that ablate Fc receptor binding and (B) does not include any Know-How related to other Xencor Fc variants, including Fc variants for enhanced FcRIIb binding, enhanced ADCC or enhanced in vivo half-life.
Xencor Know-How means all Know-How Controlled by Xencor or its Affiliates during the Term that Cover any Fc Component to the extent reasonably necessary or useful to Exploit any Licensed Product in the Field but excluding any Patents Controlled by Xencor.