Initial Testing has the meaning set out in clause 2.8.
Initial Testing Period means a period of three (3) months beginning on the Commencement Date.
Intellectual Property Rights means Patent Rights, trade-marks, copyright, database rights, rights in designs, and all or any other intellectual property rights whether or not registered or capable of registration anywhere in the world (including the right to apply for and applications for the foregoing).
Know-how means unpatented technical and other information which is not in the public domain regardless of how such information is collected or recorded, including inventions, discoveries, data, designs, formulae, chemical structures, antibody sequences, methods, algorithms, models, research plans, procedures, results of experimentation and testing (including results of research or development), processes (including manufacturing processes, specifications and techniques), analytical and quality data, data analyses and reports (and for this purpose, the fact that an item is known to the public shall not be taken to exclude the possibility that a compilation including the item, and/or a development relating to the item, is (and remains) not known to the public).
Licensed IP means the LifeArc Testing Results and the ULK Inhibitor IP.
Licensed IP Publication Date means the date of the first publication of a Patent application in any jurisdiction.
Licensed Products means any and all products that (a) are within (or are manufactured or developed using a process described in) a Valid Claim of the Patents and/or (b) incorporate, or their development or manufacture makes use of, any of the (A) Development Results that are generated prior to the later of (i) date of the filing of the first IND application or (ii) the Licensed IP Publication Date; and/or (B) ULK Inhibitor IP and/or the LifeArc Testing Results
LifeArc Scientist means a scientist from LifeArcs Centre for Therapeutics Discovery with suitable knowledge of the Licensed IP.
LifeArc Testing has the meaning set out in clause 2.6.
LifeArc Testing Results means all Materials and Know-how generated, or otherwise collected or collated, arising, identified or first reduced to practice by LifeArc, in the course of the LifeArc Testing and any Intellectual Property Rights arising from the foregoing.
Materials means organic or inorganic elements or compounds; nucleotide or nucleotide sequences (including DNA and RNA sequences); genes, vectors or constructs (including plasmids, phages or viruses); host organisms (including bacteria, fungi, algae, protozoa and hybridomas); eukaryotic or prokaryotic cell lines or expression systems or any development strains or products of cell lines or expression systems; proteins (including peptides or amino acid sequences, enzymes, antibodies or proteins conferring targeting properties and fragments of any protein, peptide enzyme or antibody); drugs or pro-drugs; assays or reagents and any other genetic or biologic materials or micro-organisms.
Major Market Country means the U.S., England, Spain, Italy, France, Germany, China and Japan