1.2 Confidential Information shall mean: (a) with respect to a Party (the Receiving Party), all confidential information (including any and all ideas, inventions, discoveries, unpublished patent applications, confidential information, biological materials, data, results, formulae, designs, specifications, devices, methods, processes, manufacturing data, techniques, ideas, know-how, technical information including, without limitation, structural and functional information, development plans and schedules, marketing and sales information, clinical and preclinical information and results, specifications, and protocols, financial information, customer lists), which is disclosed by the other Party (the Disclosing Party) to the Receiving Party hereunder or to any of its employees, consultants or Affiliates; and which is designated as confidential information, prior to, dining or immediately after disclosure. All disclosures shall be reduced to writing, marked confidential, and provided to the Receiving Party having such designation within thirty (30) days after the initial disclosure thereof. Confidential Information does not include information described in this Section 1.1, which (i) as of the date of disclosure is demonstrably known to the Receiving Party or its Affiliates, as shown by written documentation, other than by virtue of a prior confidential disclosure to such Party by the Disclosing Party; (ii) as of the date of disclosure is in, or subsequently enters, the public domain, through no fault or omission of the Receiving Party; (iii) is obtained from a third party having a lawful right to make such disclosure free from any obligation of confidentiality to the Disclosing Party; or (iv) is independently developed by or for the Receiving Party without reference to, or reliance upon, any confidential information of the Disclosing Party as demonstrated by competent written records.
1.3 Field of Use shall mean medical devices for treating a female patients uterus and/or fallopian tubes, including but not limited to treatments for endometrial ablation, fibroids, polyps, and other uterine tumors, and treatments for closure of fallopian tubes.
1.4 Intellectual Property Rights shall mean any and all intellectual property and industrial property rights and all other proprietary rights; including, without limitation, trade secrets, trademarks, copyrights, Patents, and all registrations and applications of any of the foregoing.
1.5 Improvements with respect to any Patent Rights shall mean any and all modifications, enhancements, improvements, additions, alterations, developments, discoveries, and refinements made to or based on such Patent Rights owned or Controlled by Licensor during the Term that are necessary to practice the Technology in the Field of Use, in each case that are made by or on behalf of a Party during the period beginning on the Effective Date and expiring on the third (3rd) anniversary thereof.
1.6 License/Licensed shall mean the license described in Section 4.1 below.
1.7 Licensed Products shall mean any and all systems, system components, products, processes and methods that, when manufactured, used, practiced, offered for sale, imported, sold or distributed, would infringe a Valid Patent Claim, but for the License.
1.8 Licensee Improvements shall mean Improvements Controlled by Licensee.
1.9 Licensor Improvements shall mean Improvements Controlled by Licensor.
1.10 Patents shall mean any and all patents and patent applications, including any provisionals, divisionals, substitutions, inventor certificates, utility models, continuations, continuations-in-part, reissues, reexaminations, or extensions thereof, supplementary protection certificates, renewals, all letters patents granted on or claiming priority to any of the foregoing applications, and all foreign and international counterparts of the foregoing filed, granted, or issued in any country or jurisdiction.