9. Licensor desires to obtain such intellectual property rights under the Licensee Developed Intellectual Property from Licensee on the terms and conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration (including the promises and covenants set forth herein), the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1.1 Continued Operations means, after giving effect to the transactions provided for in the APA, (a) worldwide ownership and operation of the Test with respect to the lung (except for the United States); and (b) worldwide development of the autoantibody assay platform, currently known as EarlyCDT, incorporated into the Test for other non-lung applications, including all other solid tumor types.
1.2 Know-How means all trade secrets, know-how, technical and other information which is not in the public domain, including information comprising or relating to discoveries, inventions, data, designs, formulations, formulae, manufacturing and production processes, techniques, research and development, technology, drawings, specifications, designs, plans, proposals, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, customer and supplier lists and information, development tools, algorithms, software, drawings, prototypes, discoveries, methods, assays, research plans, procedures, designs for experiments and tests, results of experimentation and testing (including results of research or development), processes (including manufacturing processes, specifications and techniques), laboratory records, chemical, pharmacological, toxicological, pre-clinical, clinical, analytical and quality control data, trial data, case report forms, data analyses, reports or summaries and information contained in submissions to and information from ethical committees and regulatory authorities, and know-how, in whatever form originally created or thereafter stored (including hard copy, electronically, digitally, photographically, or other form) and whether or not patentable or registerable, and all trade secret rights in any of the foregoing.
1.3 Licensed Field means use of the Test for the risk stratification of indeterminate pulmonary nodules in patients; provided, that the Screening Indication (as defined in the PCA) shall only be included in the Licensed Field upon exercise of the Screening Option (as defined in the PCA) pursuant to the PCA.
1.4 Licensed Intellectual Property means Licensed Patents and Licensed Know-How.
1.5 Licensed Know-How means Know-How related to the Licensed Field that is owned by Licensor or for which Licensor has obtained rights (to the extent such rights are sublicensable) and that is necessary for or used by Licensor to practice in the Licensed Field in the Territory as of the Closing Date.