definiens: means all Intellectual Property Rights created ordeveloped in the course of conducting the Research under thisAgreement or conceived of and reduced to practice as part of theactivities contemplated by this Agreement ; means all Inventions created or developed by orconceived of and reduced to practice as part of the ScreeningActivities jointly by employees or contractors of [COMPANY] andemployees or contractors of [COMPANY] including, without limitation, Intellectual Property Rights claiming such Inventions ; means all patents and patent applications claimingJoint Inventions;8 means the technique of liquid chromatography - mass spectroscopy : means a licence in the form of Schedule 3 ; means the licence fee specified in Item 13 ofSchedule 1 ; means the committee establishedpursuant to clause 14.2 : means a party to this Agreement ; means testing Sample Extracts for biologicalactivity against one or more Targets in the Field, conducting LC / MSAnalysis and all other activities contemplated by this Agreement orthe Research Plan ; means an in vitro or biological assay developedfor the purpose of initial testing of Sample Extracts to identify a sub - population of Sample Extracts which show biological activity in theassay ; means those Hit Extracts, followingDereplication, identified by the Management Committee on a soundscientific basis as warranting further · analysis, and that aresuccessfully regenerated by Refermentation of the ProducingOrganism ( or if not successfully regenerated by Refermentation, such other Hit Extract nominated by [COMPANY] on a sound scientificbasis ) provided, however, that [COMPANY] shall, at its reasonablediscretion have the final right to determine whether the Priority HitExtracts are advanced in accordance with the Research Plan : means a microbial isolate, the fermentationand extraction of which yields a Hit Extract ; means a period of 3 months ending on 31 March, 30June, 30 September and 31 December respectively ; means a Party that has received ConfidentialInformation of the other Party from the other Party : means the process of repeating the fermentationof a Producing Organism to yield a larger quantity of a Hit Extractfor the purpose of Characterisation ; of a body corporate means anotherbody corporate which is related to the first body corporate within themeaning of Section 50 of the Corporations Act;9 means the collaborative research efforts of the Partiesto be conducted pursuant to this Agreement and the ResearchPlan ; means the plan attached as Schedule 2 ; means the number of Extracts specified in Item9 of Schedule 1 from the [COMPANY] Library, of a Standard Volume, thecomposition of which is as ' agreed by the Parties ; means undertaking:(a ) Screens pursuant to Clause 5;(b ) Dereplication pursuant to Clause 7.1;(c ) Characterisation pursuant to Clause 7.2 ; and(d ) LC / MS Analysis ; means all data arising from the ScreeningActivities ; means the exposure of a Primary Assay to oneExtract on a single occasion ; means the assays to be utilised for identification ofmolecules by screening the [COMPANY] Library against Targets in theField, being any Primary Assay determined by [COMPANY] andapproved by [COMPANY] in accordance with this Agreement andSecondary Tests determined by [COMPANY] for the purposes of thisAgreement ; means a combination of re - testing a SampleExtract in the Primary Assay to confirm that the biological activity ofthe Sample Extract observed on a single occasion can bereproduced, and testing of the Sample Extract, or additionalsamples derived therefrom, in any additional biological assayswhich, at [COMPANY] ' reasonable discretion, are deemed to benecessary in order to confirm biological activity or rule out trivial ornon - specific explanations for the biological activity of the SampleExtract in the Primary Assay ; means any mortgage, pledge, lien, hypothecation, charge or other form of security interest or interestin the nature of a security interest whatsoever ; means an Evaluation Compound in respectof which [COMPANY] has given [COMPANY] a Selected Compound Notice ; means ' " notic.eit . ) Wrmfl(l idEil'liiiyinoan Evaluation Compoom ! in ~€speCi'.;'-, .••. ' hie»An~ } ' ; ~~1Steobtain a licence ; n1&a~ crude fraciionanon of Kit El < l1aets bysolid phase e.xlracnon yieldirl!l i0 traclions from eClell per'ilfli W'ttaci10localise bioactivitiesto specitic . ~rID, ' ranges ; mea~, in respect of a sample Elrir' .. o., a driedamount of that Extract which was derived from at least 20microlilres of initial e.xlract ; mea~, with respect to any, the date on which [COMPANY] provides toAnadys tl'M ; resulls 01Characterisation of such IdentifiedCompound, includingwithout limitation, structures ot such IdentifiedCompound_TargetTerm ' means the period ot 24 months ( which may be exlended ifan UncontrollableEvent ( as defined below ) occurs or upon mutualagreement by the Parties } commencing on the CommencementDate : means any person or enii - rJ ' other than tIlE;Parties ortheir respectiveAffiliates;"Uncontrollable Event ' means an event or cause bey(ll'ld mereason < lble controlof a Party indOOing, without limitation:(a ) act of God, lightning, storm, llood, fire, earthquake { ) fexplosion, cyclone, tidal \I.>a\l6, landslide, adverseweatherconditions;(b ) strike, lcckout or other Iabcurdifficuliy;(c ) act of public enemy, war ( cledared or undeclared),sabotage, blod < ade, revolution, 001, insurredioo, ci'Jilcommotion, epidemic;(d ) the effect of any applicable laws, OfOOS . rules C'Aregulations or any gO\l6mment or oiha competentat!thori1y;(e ) embargo, inabili'ly to obtain any neG€ssary marerials, eQuipment, tacitities Ofqualified empio ~ s, PO\\ifif ( j(water shnrtage, lack ol tra ~ aOOn ; and ' " Cnn : fideniilllT : rellimeni Reqoosied11(f ) breakage or accident or other damage to machinery orequipment ; and means a well from any of the:(a ) Sample Extracts;(b ) fractions arising from the SPE Fractionation;(c ) fractions arising from the HPLC Fractionation ; or(d ) Assay plates from a Screen