definiens: has the meaning given to it in the Corporations Act;Default RateOereplication " means the process by which the number ofconfirmed Hit Extracts from a Screen are reduced to a sub - population thought to encapsulate all chemical species of potentialinterest ; means the dereplication fee specified in Item 7of Schedule 1 ; means an Identified Compound inrespect of which [COMPANY] has given [COMPANY] an Evaluation Notice ; means the amount specified in Item8 of Schedule 1 ; means a notice in writing which identifies anIdentified Compound in respect of which [COMPANY] \Il,~shes toundertake further evaluation ; means the date on which [COMPANY] givesCerylid an Evaluation Notice ; means, in respect of an EvaluationCompound, the period speciflEld in Item 6 of SchedulE 1commencing on thE Evaluation Notice Oate in respect of thatEvaluation Compound ; means, in relation to a Party:(a ) an lnsoivency Event occurs ; or(0 ) a Party commits a material breach of its obligationsunder this Agreement which : Ii } if capable of being remedied, is not remedlEldwithin30 Business Days of noiice from the oiher Party,, . ConfidentinlTreatment Requested5specifying the breach and requiring it to beremedied ; or(ii ) is not capable of remedy ; means a solution or suspension of chemicals derivedfrom a specimen of biota or the residue from the evaporation ofsolvent from such a solution or suspension ; means the field described in Item 4 of Schedule 1 ; means a comprehensive research report preparedby [COMPANY] setting forth the results of the Dereplication and theCharac;terisation undertaken by [COMPANY] in accordance with thisAgreement ; means the equivalent of 12 months ' ( including normalvacation days, sick days and holidays ) work of a person, carried outby 1 or more employees or consultants of a Party, who devotes aportion of his or her time . to the Research ; means:(a ) a government, whether foreign, federal, state, territorialor local;(b ) a department, office or minister of a government actingin that capacity ; or(c ) a commission, delegate, instrumentality, agency, board, or other governmental, semi - governmental, judicial, administrative, monetary or fiscal authority, whetherstatutory or not ; means a Sample Extract with evidence of biologicalactivity in a Screen, which the Management Committee ( andultimately [COMPANY], pursuant to Clause 15.2 ) considers warrantsprogression to further evaluation ; means fractionation of Hit Extracts usinghigh pressure liquid chromatography gradients tailored to therelevant polarity ranges in which bioactivities are localised, yielding40 fractions per parent extract in which active compounds will be inSubstantially Pure form ; means a compound, or group of relatedcompounds, that has been Characterised by [COMPANY] as a result ofthe Screening Activities, and that, as of the Structural DisclosureDate, is not:(a ) already licensed to or subject to an option to licence(which [COMPANY] does not have the unilateral right to6terminate ) by a Third Party to whom [COMPANY] iscontractually bound ; or(b ) then under active development by [COMPANY] or any of itsRelated Bodies Corporate ; means the terms of this Agreement and allinformation in any way relating to a Party or the business of thatParty including without limitation:(a ) marketing and technical information;(b ) customer, supplier, sales and receivables information;(c ) the processes, mechanisms and methodologies used bythe Party in its business ; and ' ( d ) all financial information relating to that Party, which is or has been disclosed ( whether in writing, orally or by anyother means and whether directly or indirectly ) to or otherwiseascertained by the Recipient or its officers, representatives, employees or advisers ; means, in relation to a Party, the occurrence ofanyone or more of these events in relation to that Party:(a ) except for the purpose of a solvent reconstruction oramalgamation which has the prior written consent of theother Party:(i ) process is filed ina court seeking an order that itbe wound up or that a Controller be appointed toit or any of its assets, unless the application iswithdrawn, struck out or dismissed within 15Business Days of it being filed ; or(ii ) an order is made that it be wound up or that aController be appointed to it or any of its assets;or(iii ) a resolution that it be wound up is passed bysuch Party;(b ) a liquidator, provisional liquidator, administrator, Controller or any similar official is appointed to, or takespossession or control of, all or any of its assets orundertaking;(c ) it enters into an arrangement " compromise orcomposition with any class of its creditors, or process is7filed in a court seeking approval of any sucharrangement, compromise or composition;(d ) any action is taken by a Governmental Agency with aview to cancelling its registration or to dissolving it, or anapplication is made to the Governmental Agency thatany such action be taken;(e ) it is insolvent within the meaning of section 95A of theCorporations Act, or it otherwise states that it is unableto pay its debts, or it is presumed to be insolvent underany applicable law;(I ) it stops or suspends the payment of all or a class of itsdebts;(g ) it stops or suspends the conduct of all or substantially allof its business ; or(h ) anything having a substantially similar effect to any ofthe events specified in the preceding paragraphshappens to it under the law of any jurisdiction ; means patents, copyright, registered and unregistered design rights, registered andunregistered trade marks, rights in know - how and confidentialinformation and all other intellectual and industrial property rights(without limitation ) and similar or analogous rights existing underthe laws of any country and all rights to apply for or register suchrights ; means, for any day, the rate percent per annumthat is described as the and appears on thepage entitled on the Reuters monitor system at or about10.00 am on that day for a bank accepted bill of exchange having atenor of 30 days