The term “Joint Know-How” shall mean Know-How that is made jointly by employees of Atea and the Roche Group, with or without a Third Party in connection with any activity carried out pursuant to this Agreement.

The term “Roche Know-How” shall mean all Know-How that Roche Controls during the Agreement relating to or arising from the discovery, manufacture, development or commercialization of or necessary or reasonably useful to discover, manufacture, develop or commercialize a Product.

Know-How Royalty. For clarity, the Patent licenses granted to iTeos 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 Program Antibodies that are licensed to iTeos hereunder with the expectation that iTeos will obtain its own patent protection for Products.

“Novo Know-How”. Novo Know-How means all Know-How relating to Compounds that is Controlled by Novo as of the Effective Date, including the Novo Materials.

MSD Know-How. MSD shall promptly provide to Licensee, but no later than ​ days after the Effective Date, a copy (in electronic format, if it is available in electronic format, or, if it is not available in electronic format, a hard copy) of the documentation listed in [Schedule 1.62]. The Parties acknowledge that the disclosure of such Know-How by MSD will consist of the disclosure of data residing in MSD’s databases, and will not include any database architecture or require any experimental work to be performed by MSD for the purpose of the technology transfer. During the ​ period following the Effective Date, if either Party ​. After expiration of such ​ period specified in the immediately foregoing sentence, ​.

Know-How Royalty. Notwithstanding [Section 5.04(a)], in the event that, in a given country in the Territory, a given Product (or a Compound contained in such Product, as applicable) is not claimed by a Valid Claim of a MSD Patent (which Valid Claim may include a MSD Patent claiming ​, as applicable) during a given portion of the Royalty Term for such Product in such country pursuant to [Section 5.04(b)], then the royalty rate set forth in [Section 5.04(a)] will be reduced by ​ solely with respect to Net Sales of such Product in such country solely during such portions of the Royalty Term, which reduced royalty will be in consideration for, among other things, the continuing license to MSD Know-How during such period.

means all Know-How # Controlled by [[DURECT:Organization]] during the Term, and # necessary or reasonably useful to maintain the NDA Approval for or Exploit the Licensed Product in the Field in the Licensed Territory.

“Option Notice” has the meaning set forth in [Section 2.9(c)(i)] (Delivery).

Know-How Transfer. Poseida shall, at a timeline determined by the JMT, effect a full transfer to Roche or its designee of ​. Such access and assistance shall occur through the JMT, on-site visits at Poseida’s or Roche’s facilitates (or facilitates of its Affiliates or designated CMOs, as applicable), or telephonic, videoconference, or other meetings with personnel of Poseida and Authorized Subcontractors. ​.

Additional Know-How. ​, at least ​ each Calendar Year for the first ​ after the Effective Date and then ​ each Calendar Year thereafter (or such other frequency as mutually agreed by the Parties), Poseida shall provide to Roche (or the JRT, JDT, or JMT as appropriate) any and all ​ (each provision of such additional Know-How, a “Technical Update”), ​. Notwithstanding the foregoing, at any time during the Term, Roche may # request that Poseida limit the scope of disclosure of a Technical Update, which request may be withdrawn in a subsequent Technical Update, and # terminate its right to receive future Technical Updates by written notice to Poseida.