Know-How. For any Company Crispr/Cas Know-How or Company Optimized Cas Know-How that is claimed or disclosed in a Patent after the JV Agreement Termination Date, the Parties will work in good faith to ensure that such Patents are prosecuted in accordance with the Amended and Restated Intellectual Property Management Agreement.

“Know-How”. Know-How means proprietary or non-public information and materials, whether patentable or not, including, # ideas, discoveries, inventions, improvements or trade secrets, # pharmaceutical, chemical and biological materials, products and compositions, # tests, assays, techniques, data, methods, procedures, formulas, and/or processes, # technical and non-technical data and other information relating to any of the foregoing, # drawings, plans, designs, diagrams, sketches, specifications and/or other documents containing or relating to such information or materials, and # business processes, price data and information, marketing data and information, sales data and information, marketing plans and market research.

“Knowledge” means, with respect to a Party, the actual knowledge of any employees of such Party (including in such Party’s internal legal department and intellectual property group) who were directly involved in the negotiation of this Agreement with the other Party, without any duty to conduct any investigation.

Know-how. The Licensee shall have the right to request visits to CKI’s offices or showrooms to meet with its personnel, in order to obtain additional know-how and assistance, all as and only as CKI deems appropriate. The scheduling of such visits shall be at times mutually convenient to the parties hereto. In connection with such visits, the Licensee shall bear all expenses of the Licensee’s representatives.

“Know-How”. Know-How means proprietary or non-public information or materials, whether patentable or not, including # ideas, discoveries, inventions, improvements or trade secrets, # pharmaceutical, chemical or biological materials, products or compositions, # tests, assays, techniques, data, methods, procedures, formulas or processes, # technical, medical, clinical, toxicological or other scientific data or other information relating to any of the foregoing, and # drawings, plans, designs, diagrams, sketches, specifications or other documents containing or relating to such information or materials.

“Know-How”. Know-How means proprietary or non-public information or materials, whether patentable or not, including # ideas, discoveries, inventions, improvements or trade secrets, # pharmaceutical, chemical or biological materials, products or compositions, # tests, assays, techniques, data, methods, procedures, formulas or processes, # technical, medical, clinical, toxicological or other scientific data or other information relating to any of the foregoing, and # drawings, plans, designs, diagrams, sketches, specifications or other documents containing or relating to such information or materials.

Licensed Know-How. Lyra Controls the Licensed Know-How, and has the right to grant the licenses under the Licensed Know-How to Lian on and the terms set forth in this Agreement. Lyra has the right to use and disclose (in each case, under appropriate circumstances of confidentiality) the Licensed Know-How free and clear of any claims, liens, charges or encumbrances.

Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Royalty-Bearing Product under 6.5.1 # for which no Patent Rights exist shall be in consideration of: # Enanta’s expertise and know-how concerning the identification of Compounds in the Field, and its other Compound-related development activities conducted prior to the Effective Date; # the performance by Enanta of the Research Program; # the disclosure by Enanta to Abbott of results obtained in the Research Program; # the licenses granted to Abbott hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by Enanta; # the restrictions on Enanta in Section 8.5; and # the “head start” afforded to Abbott by each of the foregoing.

Know-How Royalty. For clarity, the Patent licenses granted to [[Alector:Organization]] under this Agreement are non-royalty-bearing and the Parties have negotiated Royalty Payments based on the value of the Know-How (primarily in the form of trade secrets) used in the generation of Optioned Antibodies that are assigned to [[Alector:Organization]] hereunder with the expectation that [[Alector:Organization]] will obtain its own Patent protection for Products.

Manufacturing Know-How. At any time after the Effective Date, in the event that Equinox repeated and materially fails to supply the API (as defined below) to EyePoint as required under the applicable Supply Agreement, and Equinox does not correct the failure in accordance with the terms of the Supply Agreement, then EyePoint shall have the right to request that Equinox commence a technology transfer to EyePoint or its designated contract manufacturing organization, at the expense of EyePoint, of any tangible embodiments of Equinox Know-How or other information or technology Controlled by Equinox and reasonably necessary for the clinical and/or commercial manufacture of the Compound (the “Manufacturing Know-How”). The Parties shall reasonably cooperate to develop and complete a technology transfer plan for the Manufacturing Know-How within thirty (30) days of EyePoint’s request to Equinox to complete such technology transfer; provided, that such technology transfer shall be conducted in accordance with the schedule agreed in such technology transfer plan. For a period of twelve (12) months after the completion of the transfer above, Equinox shall use Commercially Reasonable Efforts, at EyePoint’s reasonable request and expense, to provide technical assistance to enable the use of all Manufacturing Know-How.