are then vested, exercisable or convertible) plus, without duplication, the number of shares reserved and available for future grant under any then-existing equity incentive plan of Licensee; provided that, for clarity, other rights to subscribe for, purchase or acquire shall not include (i) preemptive or other rights to participate in new offerings of securities by Licensee after the Effective Date, (ii) obligations under a purchase agreement for preferred stock of Licensee to acquire additional shares of such preferred stock on the same terms as those purchased at an initial closing upon the passage of time or meeting (or waiver) of specified Licensee performance conditions or (iii) anti-dilution provisions that have not been triggered.
1.23 IND means an Investigational New Drug Application filed with the FDA under 21 C.F.R. Part 312 for permission to conduct human clinical investigations.
1.24 Intellectual Property means ideas, concepts, discoveries, inventions, developments, Know-How, trade secrets, techniques, methodologies, modifications, innovations, improvements, writings, documentation, electronic code, data and rights (whether or not protectable under Law) or the like existing anywhere in the world, whether or not written or otherwise fixed in any form or medium, regardless of the media on which contained and whether or not patentable or copyrightable.
1.25 Inventors means [***] and [***].
1.26 Know-How means any and all commercial, technical, regulatory, scientific and other know-how and information, knowledge, technology, materials, methods, processes, practices, standard operating procedures, formulae, instructions, skills, techniques, procedures, assay protocols, experiences, ideas, technical assistance, designs, drawings, assembly procedures, specifications, regulatory filings, data and results (including biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, pre-clinical, clinical, safety, regulatory, manufacturing and quality control data and know-how, including study designs and protocols), whether or not confidential, proprietary or patentable, in written, electronic or any other form.
1.27 Knowledge of Licensor means the actual knowledge of [***] and [***] as of the Effective Date, and for the avoidance of doubt, not including any deemed knowledge or what should have been known by any such person.
1.28 Law means all laws, statutes, rules, codes, regulations, orders, judgments or ordinances applicable to a Party, this Agreement or the activities contemplated hereunder.
1.29 Licensed Information means the Technical Information, non-public Licensed Know-How and unpublished information contained within the Licensed Patent Rights.
1.30 Licensed IP Rights means the Licensed Know-How and Licensed Patent Rights.
1.31 Licensed Know-How means any and all Know-How Covering, and to the extent Covering, the Asset, including the Know-How described on Exhibit B and any Know-How Controlled by Licensor not specific to [***]; provided, however, that Licensed Know-How shall exclude Know-How Covering, and to the extent Covering, [***].