1.33 Improvement means, with respect to the Acuitas Background Technology or the Verve Background Technology, as applicable, any improvement, enhancement, change, modification, variation or derivative of such Technology.
1.34 Indemnification Claim Notice has the meaning set forth in Section 8.6(c).
1.35 Indemnified Party has the meaning set forth in Section 8.6(c).
1.36 Insolvency Legislation has the meaning set forth in Section 10.1(a).
1.37 JDC has the meaning set forth in Section 2.2(a).
1.38 JDC Deadlock has the meaning set forth in Section 2.2(d).
1.39 Joint IP means, without regard to inventorship, each of the following: (a) Technology that arises out of the Workplan that relates to, constitutes an Improvement to and/or incorporates both the Acuitas Background Technology and the Verve Background Technology, (b) any other Technology that arises out of the Workplan that in each case does not constitute either Acuitas Sole Technology or Verve Sole Technology and (c) the Workplan Data.
1.40 Know-How means all Materials and all confidential and proprietary information including commercial, technical, scientific and other know-how and information, trade secrets, knowledge, technology, methods, processes, practices, formulae, instructions, skills, techniques, procedures, experiences, ideas, technical assistance, designs, drawings, assembly procedures, computer programs, specifications, data and results (including biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, preclinical, clinical, safety, manufacturing and quality control data and know-how, including study designs and protocols, in all cases, provided such information is confidential and proprietary, and regardless of whether patentable, in written, electronic or any other form now known or hereafter developed.
1.41 Law or Laws means all laws, statutes, rules, regulations, orders, judgments or ordinances having the effect of law of any federal, national, multinational, state, provincial, county, city or other political subdivision.
1.42 Licensed Product means any product that (a) consists of up to [**] Genome Editing Constructs that encode [**] specified Genome Editing Protein Targets including up to [**] Guide RNAs intended to Genome Edit up to [**] Human Genome Targets and (b) is derived from, incorporates, or utilizes, any LNP Technology that is Controlled by Acuitas or its Affiliates as of the Effective Date or at any time during the Term. For clarity, each Licensed Product will consist of a specific combination of Genome Editing Constructs ([**]) that target either [**] Human Genome Target or [**] Human Genome Targets.
1.43 Licensed Technology means LNP Technology Controlled by Acuitas or its Affiliates, as of the Effective Date or generated or obtained during the Term (including the Acuitas Background Technology, Acuitas Sole Technology and Acuitas interest in any Joint IP) necessary or useful for the research, development, manufacture, use or sale of a Licensed Product.
1.44 LNP means lipid nanoparticles.