definiens: shall have a corresponding definition ) means the indications detailed in Appendix A, as amended in accordance with clause 7.14 means the Chief Executive Officer of Insite or his delegated senior representative means ( a ) the sale of all, or substantially all, of Insite 's consolidated assets in any single transaction or series of related transactions to a Competitor of [COMPANY] ; ( b ) the acquisition by a Competitor of [COMPANY] of Insite 's common stock possessing a majority of the ordinary voting power to elect directors of Insite ; or ( c ) any merger or consolidation of Insite with or into a Competitor of [COMPANY] ( regardless of which entity is the surviving entity ) if, after giving effect to such merger or CONFIDENTIAL TREATMENT REQUESTED BY INSITE VISION INCORPORATED Insite Oata Insite Oata Licensee Insite Improvement Insite Marks In site Non - Patented Improvement Insite Patented Improvement Insite Patents Insite Technotogy Intellectual Property Rights consolidation, the holders of Insite 's voting securities immediately prior to such merger or consolidation own voting securities of the surviving or resulting entity representing less than a majority of the ordinary voting power to elect directors of the surviving or resulting entity has the meaning given In clause 4.3 a third party to whom Insite has licensed the Insite Technolog y andior Background Information, whose information ( including all pre - clinical and clinical data and information, chemistry, manufactu ring and controls ( CMC ) data, and manufacturing data ) relating to the Products andlor Equivalent Products andlor the OuraSite Technology in or relating to the Field is assigned to or licensed back to Insile on terms which permit its disclosure to and use by [COMPANY] without further payment means ( a ) an Improvement where Insite is the sole owning Party of the Intellectual Property Rights in an Improvement ; ( b ) Insite 's rights in the Intellectual Property Rights of any jointly owned Improvement ; and ( c ) any Improvement owned by a Third Party that is Controlled by Insite and capable of license to [COMPANY] pursuant to clause 7.1 9 means the trademarks, trade names, logos and designs of Insite for use with Products in the Field in the Territory as set out in Appendix C means an Insite Improvement that is not covered by a Patent in the Territory means an Insite Improvement that is covered by a Patent in the Territory means ( a ) the Existing InSite Patents ; and ( b ) any other Patents Controlled by Insite during the Term to the extent such Patent covers the manufacture, use, or sale of a Product in the Field or the use of the DuraSite Technology with respect to a Product in the Field ; provided that Insite Patents will be limited to Patents in the Territory, except with respect to Patents covering the manufacture and/or Development ( other than clinical Development ) of Products ; provided further that shall not include the Pfizer Patents ; provided further that excludes any ( i ) Insite Patents covering Insite Patented Improvements after the Payment Period ; ( ii ) Patents covering information, data or Improvements resulting from an independent study conducted by Insite under clause 7.10 ( except to the extent [COMPANY] acquires a right to use such information, data and Improvements under clause 7.13 and, if applicable, clause 7.18 ) ; and ( iii ) any Patents Controlled by Insite as a result of a licence agreement with a third party that is not an Insite Data licensee except to the extent they are included under clause 7,19 means the Insite Marks, Insite Patents, Pfizer Patents, DuraSite Technology, Know How and Miscellaneous IP means all patents . trademarks, copyright, rights in designs . database rights, know - how, trade sec rets, rights in confidential information and all other intellectual property rights or forms of protection of a similar or -7 - CONFIDENTIAL TREATMENT REQUESTED BY INSITE VISION INCORPORATED Itrom Key European Territory Know How Manufacture Manufacturing Committe e MEA Agreement MEA Agreement Countries Miscellaneous IP equivalent nature or effect which may subsist anywhere in the world ( whether or not registered or capable of registration ) . together with all applications for registration of and rights to apply for any of the above Itrom Trading Drug Store . a company having a place of business at P.O. Box 29859, Dubai, UAE means France . Germany, Italy . Spain and the United Kingdom means all technical information and know - how Controlled by Insite as of the Effective Date or during the Term relating to the Products and Equivalent Products and/or the DuraSite Technology with respect thereto . in each case in or relating to the Field ( including the Manufacture and Distribution of the Products in the Field ), including trade secrets . reports, product specifications . formulations, data analyses . manufacturing processes, the results of tests and related data and informat;on, together with all common law or statutory rights protecting any such know - hOW, including any action for breach of confidence and any similar or analogous rights whether arising or granted under the laws of France or any other jurisdiction ; provided thai Know How excludes any information or know - how related to ( a ) any Inslte Non - Patented Improvements created after the fifth anniversary of the Effective Date, unless a licence is agreed by the Parties pursuant to the provisions of clause 7.18(c ), or ( b ) information, data or Improvements resulting from an independen t study conducted by Insite under clause 7.10 ( except to the extent [COMPANY] acquires a right to use such information, data and Improvements under clause 7.13 and, if applicable, clause 7.16 ), provided further that Know How excludes any Patents or trademarks means all activities related to the production, manufacture, processing