“Inventorymeans any inventory of APIs, Pharmaceuticals and related materials, including reagents and raw materials, in each case under Imara’s control as of the Closing Date, for Licensed Products. The inventory includes the API, drug and related materials, including reagents and raw materials, listed in Part 4 of Schedule a Straight attached.
“Know how» means, collectively, all commercial, technical, regulatory, scientific and other aspects know how and information, knowledge, technology, materials, methods, processes, practices, standard operating procedures, formulas, instructions, skills, techniques, procedures, test protocols, experiences, ideas, technical assistance, designs, drawings, assembly procedures, specifications, regulatory filings, data and results (including biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, preclinical, clinical, safety, regulatory, manufacturing and quality control data and know how, including study plans and protocols), whether or not confidential, proprietary or patentable, in written, electronic or any other form.
“Knowledge“means, with respect to Imara, the actual knowledge (after reasonable inquiry of relevant persons within Imara who would have knowledge of such matters) of the persons listed in Part 1 of Annex C Straight tied; provided that, knowledge of Imara for the purposes of Section 4.2.6 of this Agreement means actual knowledge (after reasonable investigation of relevant persons within Imara) of the persons listed in Part 2 of Annex C attached following good faith consultation with Imara’s outside patent attorney regarding the subject matter of the representation (but in no way shall necessitate outside research or any freedom of action analysis by these people or an outside lawyer).
“Rightmeans any federal, state, local or foreign law, statute, code or ordinance, or any rule or regulation promulgated by any governmental authority, including all decisions of any court having the force of law in each of these jurisdictions.
“Responsibilitymeans all debts, liabilities and obligations, known or unknown, affirmed or unaffirmed, determinable or undeterminable, accrued or fixed, absolute or contingent, liquidated or unliquidated, due or undue, including, without limitation, those arising from any law, litigation, order or contract.
“License Agreementhas the meaning given in the recitals.
“Modification of the license agreement” means Amendment No. 4 to the License Agreement to be entered into on the Date of Performance between Imara and Lundbeck substantially in the form of Exhibit A Straight attached.
“Compounds under license» designates the PDE9 inhibitors indicated on Exhibit C to the amended license agreement, including any Backup Compounds (as defined in the amended License Agreement) and in each case, all enantiomers and racemic mixtures thereof.
“Authorized Know how» denotes all
Know how which is controlled by Imara as of the closing date and which is necessary or useful to exploit the licensed compounds or any other PDE9 inhibitor in accordance with the terms of the amended license agreement. For clarity, license Know how (a) excludes the Assignee Know how and any Know how licensed by Imara under the Amended License Agreement and (b) includes the Know how described in part 1 of Annex B Straight attached.