Momenta Collaboration Know-How
means (a) all Know-How constituting, based upon or derived from inventions or
developments which are conceived and reduced to practice or developed solely by
the employees, contractors (subject to Section 8.3), consultants or agents of
Momenta or its Affiliates during, and in the conduct of, the Collaborative
Program, excluding Improvements to Sandoz Know-How or Improvements to Sandoz
Collaboration Know-How, and (b) (i) Improvements to Momenta Know-How or
(ii) Improvements to Momenta Collaboration Know-How, which, with respect to each
of (b)(i) and (b)(ii), are made solely by the employees, contractors,
consultants or agents of Sandoz or its Affiliates, or jointly by the employees,
contractors, consultants or agents of Sandoz or its Affiliates, on the one hand,
and by the employees, contractors, consultants or agents of Momenta or its
Affiliates, on the other hand, during, and in the conduct of, the Collaborative
Program.
1.54.
"Momenta Collaboration Patent Rights".
Momenta Collaboration Patent
Rights means all Patent Rights throughout the world covering Momenta
Collaboration Know-How that are Controlled by Momenta.
1.55.
"Momenta Indemnified Parties".
Momenta Indemnified Parties means
Momenta, Momenta's Affiliates, any of their successors or assigns, and any of
their respective then-current or then-former directors, officers, employees,
consultants, agents, suppliers, contract manufacturers, contract service
providers, Third Parties engaged to perform activities under the Collaborative
Program, and MIT (including MIT's trustees, officers, faculty, students,
employees, and agents).
1.56.
"Momenta IP".
Momenta IP means Momenta Know-How, Momenta
Collaboration Know-How, Momenta Patent Rights and Momenta Collaboration Patent
Rights, including, without limitation, those license rights granted to Momenta
under the MIT Agreement to the extent such would be included in Momenta
Know-How, Momenta Collaboration Know-How, Momenta Patent Rights and Momenta
Collaboration Patent Rights.
1.57.
"Momenta Know-How".
Momenta Know-How means all Know-How which
(a) is Controlled by Momenta (i) as of the Effective Date or (ii) during the
term of the Collaborative Program, but which is not developed or acquired by
Momenta or any of its Affiliates in the conduct of the Collaborative Program,
and (b) could reasonably be used in the conduct of the Collaborative Program.
9
1.58.
"Momenta Patent Rights".
Momenta Patent Rights means all Patent
Rights throughout the world covering Momenta Know-How that are Controlled by
Momenta, including, without limitation, the Patent Rights listed on Schedule
1.58.
1.59.
"Momenta Product-Specific Know-How".
Momenta Product-Specific
Know-How means all Momenta Know-How or Momenta Collaboration Know-How which
solely relates to the Product and does not relate, or cannot be used with, any
other product or for any other general purpose.
1.60.
"Momenta Product-Specific Patent Rights".
Momenta Product-Specific
Patent Rights means all Patent Rights throughout the world covering Momenta
Product-Specific Know-How that are Controlled by Momenta.
1.61.
"Net Sales".
Net Sales means the gross amount invoiced by Sandoz or
its Affiliates (or, with respect to Section 11.6.3, Momenta, its Affiliates
and/or sublicensees) to Third Parties (whether an end-user, a distributor or
otherwise) for sales of the Product, less:
(a) the total value (to the extent
actually allowed and taken directly with respect to such sales, as