definiens: means this agreement ( including the Recitals and the Schedule ) and any amendment made to itin accordance with clause 17.4 ; means the Background IP of a Party which it agrees to contribute towards the OverallProject, development and Commercialisation of Project IP from time to time, including that specified in Item 2of the Schedule, and the Intellectual Property Rights subsisting in such technology but excluding Third PartyIP ; means the day the major trading banks are open for business in the jurisdiction specified inItem 10 of the Schedule ; means the commencement date of the Overall Project to be specified in the ProjectPlan ; means the use, sale, marketing, distribution, production, licensing, practical application orother commercial application of Intellectual Property Rights including the provision or exploitation of a product, process, or service reliant on those Intellectual Property Rights or to licence a third party to do any of thesethings ; means the completion date of the Overall Project as determined in accordance with theProject Plan ; 2COMMERCIAL IN CONFIDENCE means all know - how, financial information and other commercially valuableinformation in whatever form including unpatented inventions, trade secrets, formulae, discoveries, works, improvements, innovations, ideas, concepts, graphs, drawings, designs, biological materials, samples, devices, models and other materials of whatever description and howsoever documented, recorded ordisclosed, which a Party claims as confidential to itself or to a third party to whom it owes a duty ofconfidentiality and which is within its control . The following are exceptions to such information : ( a)information which is already in the public domain ; ( b)information which becomes part of the public domain otherwise than as a result of an unauthoriseddisclosure by the recipient Party or its representatives ; ( c)information which is or becomes available to the recipient Party from a third party lawfully inpossession of such information and who has the lawful power to disclose such information to therecipient Party on a non - confidential basis ; ( d)information which is rightfully known by the recipient party ( as shown by its written record ) prior to thedate of disclosure to it hereunder ; or ( e)information which is independently developed by an employee of the recipient Party who has noknowledge of the disclosure under this Agreement ; means the cash and/or in - kind contributions of each Party, provided as a general overview inItem 5 of the Schedule and to be specified in the Project Plan ; or means statutory and other proprietary rights in respect of trade marks, patents, circuit layouts, plant varieties, copyrights, confidential information, know - how and all other rights withrespect to intellectual property as defined in Article 2 of the Convention Establishing the World IntellectualProperty Organisation of July 1967 ; means terms which would be contained in a contract or transaction entered intoby persons dealing with each other at arm ’s length and from comparable bargaining positions, whilstacknowledging the respective Contributions of the Parties and any further activities towards the developmentof Project IP ; means the high level plan specified in Annexure 1 outlining the overall objectives of the OverallProject ; means the further research project the title of which appears in Item 1 of the Schedule, to becarried out by the Parties under this Agreement in accordance with the Overall Plan as specified in eachProject Plan ; means all Intellectual Property Rights created, conceived, developed or reduced topractice by either or both of the Parties during the course of the Overall Project ; means the parties to this Agreement, their respective successors and permitted assigns, and means either one of them ; means the ‘ Research and Collaboration Agreement ’ between [COMPANY] and [COMPANY] of9 February 2011, as amended ; 3COMMERCIAL IN CONFIDENCE means each of the collaborative research project in relation to Hepatitis B ( HBV ) therapeuticsthat was titled ‘ Anti - HBV RNAi Therapeutical Efficacy Proof ( in - vitro and in - Vivo ) ’ undertaken by the Partiespursuant to the Prior Agreement and the as referenced in the Prior Agreement ; means the and the, each as specified in the PriorAgreement and including that listed in Item 2 of the Schedule ; means the Prior Project IP and the Overall Project IP ; means the plan / s for the conduct of the Overall Project, to be agreed between the Parties fromtime to time in accordance with clause 3.2 and annexed to this Agreement ; means the reports described in Item 8 of the Schedule ; means the committee established under clause 4.1 ; and means any Intellectual Property Rights contributed by a Party which are licensed from a thirdparty, including those specified in Item 4 of the Schedule or as otherwise agreed from time to time