Intellectual Property means any or all of the following in any jurisdiction worldwide, whether under common or statutory law, rights arising out of, or associated therewith: (i) patents and utility models and applications therefor, including all reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof (any Patents); (ii) trade names, logos, common law trademarks and service marks, trademark and service mark registrations, related goodwill and applications therefor (any Trademarks) (iii) inventions (whether patentable or not), improvements, trade secrets, proprietary information, know how, and any rights in technology, invention disclosures, technical data and customer lists, and all documentation relating to any of the foregoing; (iv) copyrights, copyrights registrations and applications therefor, and all other rights corresponding thereto throughout the world; (v) domain names, uniform resource locators, other names and locators associated with the Internet, and applications or registrations therefor; (vi) industrial designs and any registrations and applications therefor; (vii) all rights in databases and data collections; (viii) all moral and economic rights of authors and inventors, however denominated; and (ix) any similar or equivalent rights to any of the foregoing (as applicable).
Intervening Event means any Change (or consequence of such Change) that is material to the Company that (i) as of the date of this Agreement was not known or reasonably foreseeable by the Company Board and which becomes known to the Company Board prior to the Acceptance Time, and (ii) does not involve or relate to an Acquisition Proposal; provided that it is understood and agreed that a positive result of an ongoing clinical trial within the range of potential expected outcomes shall not constitute an Intervening Event.
IRS means the United States Internal Revenue Service.
Knowledge of the Company, with respect to any matter in question, means the actual knowledge, after reasonable inquiry of direct reports, of individuals listed on Schedule A.
Law means any and all applicable federal, state, local, municipal, foreign, multinational or other law, statute, constitution, principle of common law, ordinance, code, rule, regulation, ruling, Order or other legal requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by law under the authority of any Governmental Authority.
Legal Proceeding means any civil, criminal or administrative actions, demands, countersuits, proceedings suits, claims, charges, arbitrations, oppositions, investigations, reexaminations, lawsuits, litigations or other proceedings brought by or pending before any Governmental Authority.
Lien means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, option, right of first refusal, right of way, easement, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).
Order means any order, judgment, decision, decree, injunction, ruling, award, settlement, stipulation, or writ of any Governmental Authority of competent jurisdiction (whether temporary, preliminary or permanent) that is binding on any Person or its property under applicable Law.