For good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
0. AMENDMENT AND RESTATEMENT
Hospital and Company hereby agree that, as of the Effective Date, the Original Agreement is hereby amended and restated in its entirety as set forth in this Agreement, and the Original Agreement shall be of no further force or effect from and after the Effective Date.
1. CERTAIN DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings, unless the context requires otherwise.
1.1 Affiliate with respect to either Party shall mean any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that Party, whether on or after the Effective Date, but only so long as such control exists. The term control shall mean (i) in the case of Company, direct or indirect ownership of fifty percent (50%) or more of the voting securities having the right to elect directors, or (ii) in the case of Hospital, the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise.
1.2 Assay Process shall mean any process, method or service the use, sale, or performance of which, in whole or in part, absent the license granted hereunder, would infringe, or is covered by, one or more Claims of Patent Rights.
1.3 Assay Product shall mean any article, device or composition of matter, the use, sale, or performance of which, in whole or in part, absent the license granted hereunder, would infringe, or is covered by, one or more Claims of Patent Rights.
1.4 Autoimmune Product shall mean a Therapeutic Product or Therapeutic Process directed to the treatment of any disease resulting from a disordered immune reaction in which an immune response is produced against ones own tissues.
1.5 Biological Materials shall mean the cell lines and reagents as further described in Appendix B, and any components, fragments, subunits, and includes Progeny and Unmodified Derivatives (each as defined below) thereof.
1.6 Biological Materials Field shall mean use of the Biological Materials for internal research at, and for, the Company, including, without limitation internal drug discovery and internal pre-clinical development in the License Field and specifically to control gene expression and shall exclude any use for Commercial Purpose. For clarity, the Biological Materials, or any Progeny or Unmodified Derivatives, shall not be used in humans or animals for any purposes, including but not limited to therapeutic or diagnostic purposes.
1.7 Cancer Product shall mean a Therapeutic Product or Therapeutic Process directed to the treatment of any disease characterized by invasive growths or tumors.
1.8 Claim shall mean any pending or issued claim of any Patent Right that has not expired, been permanently revoked, nor held unenforceable or invalid by a decision of a court or other