All capitalized terms used herein shall have the same meanings as in the Asset Purchase and License Agreement unless otherwise defined herein:
1.1 Affiliate means, with respect to a Party, any company or entity controlled by, controlling, or under common control with such Party. For the purposes of this definition, the word control (including, with correlative meaning, the terms controlled by or under the common control with) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of more than fifty percent (50%) of the voting stock of such entity, or by contract or otherwise.
1.2 Avedro Indemnitees has the meaning set forth in Section 9.3.
1.3 Confidential Information means, with respect to a Party, all Information of such Party that is disclosed to the other Party under this Agreement, whether disclosed in oral, written, graphic, or electronic form. All confidential information disclosed by a Party pursuant to the Mutual Non-Disclosure Agreement between the Parties dated May 21, 2014 or the Asset Purchase and License Agreement shall be deemed to be such Partys Confidential Information hereunder unless otherwise defined thereunder. Upon Transfer Date, the Technology shall be Avedros Confidential Information, prior to Transfer Date, the Technology is both Parties Confidential Information.
1.4 Effective Date means the date of execution hereof by both Parties hereto.
1.5 Indemnitee means either a Avedro Indemnitee or a IROC Innocross Indemnitee.
1.6 Information means any data, results, and information of any type whatsoever, in any tangible or intangible form, including, without limitation, know-how, trade secrets, practices, techniques, methods, processes, inventions, developments, specifications, formulations, formulae, materials or compositions of matter of any type or kind (patentable or otherwise), software, algorithms, marketing reports, expertise, stability, technology, test data including pharmacological, biological, chemical, biochemical, toxicological, and clinical test data, analytical and quality control data, stability data, studies and procedures.
1.7 Initial Public Offering means the initial underwritten public offering of shares of Common Stock pursuant to an effective registration statement filed by Avedro with the U.S. Securities and Exchange Commission and the listing of Avedros Common Stock on a national securities exchange or automated quotation system.
1.8 IROC Innocross Indemnitees has the meaning set forth in Section 9.2.
1.9 Joint Inventions has the meaning set forth in Section 6.1(d).