Assigning Party has the meaning set forth in Section 4.1(c).
Baseline Period means the period from January 1, 2019 to the Effective Date.
Breaching Party has the meaning set forth in Section 7.2.
Business Combination Agreement has the meaning set forth in the recitals to this Agreement.
Compliance Concern has the meaning set forth in Section 2.11(a).
Consent has the meaning set forth in Section 2.6.
Cost-Plus Charge has the meaning set forth in Section 3.1(c).
Effective Date has the meaning set forth in the preamble to this Agreement.
Excluded Services has the meaning set forth in Section 2.1(a).
Extension Charge has the meaning set forth in Section 3.1(d).
Force Majeure has the meaning set forth in Section 9.14.
Information Systems means (a) computer systems, servers, workstations, routers, hubs, switches, data communications networks (other than the Internet) and other information technology equipment used to create, store, transmit, exchange or receive information, voice or data and (b) documentation, user manuals, and training manuals documenting the functionality or use of any of the foregoing.
Initial Service Period means, with respect to any Service, an initial term of twenty-four (24) months or any shorter or longer period of time otherwise specified in Exhibit A under the heading Service Period applicable to such Service.
Intellectual Property means all intellectual property rights throughout the world, including: (i) patents and patent applications and all related provisionals, divisionals, continuations, continuations-in-part, reissues, reexaminations, extensions and substitutions of any of the foregoing, (ii) trademarks, service marks, names, corporate names, trade names, domain names, social media names, tags or handles, logos, slogans, trade dress, design rights, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, whether or not registered or applied for registration, including common law trademark rights, (iii) copyrights and copyrightable subject matter, whether or not registered or applied for registration, (iv) technical, scientific, regulatory and other information, designs, ideas, inventions (whether patentable or unpatentable and whether or not reduced to practice), research and development, discoveries, results, creations, improvements, know-how, techniques and data (including biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, safety, quality control, manufacturing and preclinical and clinical data), technology, algorithms, procedures, plans, processes, practices, methods, trade secrets, instructions, formulae, formulations, compositions, specifications, and marketing, pricing, distribution, cost and sales information, tools, materials, apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or nonpublic information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form whether or not listed herein, (v) Software and (vi) applications, registrations and common law rights for the foregoing.