PATENT APPLICATIONS, (Y) PATENTS, AND (Z) OTHER INTELLECTUAL PROPERTY
RIGHTS, WHICH IN THE CASE OF EACH OF (X), (Y) AND (Z) ABOVE ARE DIRECTED TO
SUBJECT MATTER SPECIFICALLY DESCRIBED IN THE UNITED STATES PATENTS AND/OR PATENT
APPLICATIONS LISTED IN EXHIBIT A.
FOR THE AVOIDANCE OF CONFUSION, PATENT RIGHTS
INCLUDES THE EXACT OVERSEEN PATENT RIGHTS AND THE JHU OVERSEEN PATENT RIGHTS.
1.14
"RESEARCH PURPOSES" SHALL MEAN USE OF ANY ASSAY OR OTHER PRODUCT OR
PROCESS, IN BASIC AND APPLIED RESEARCH, OR CLINICAL TRIALS, WHETHER OR NOT
PERFORMED IN CONNECTION WITH THE COMMERCIALIZATION OF ANY PRODUCT OR SERVICE,
REGARDLESS OF THE SETTING IN WHICH SUCH RESEARCH IS CONDUCTED.
1.15
"FIELD" SHALL MEAN ALL FIELDS OF USE OR ENDEAVOR WITHOUT ANY
LIMITATION WHATSOEVER.
1.16
"EXACT OVERSEEN PATENT RIGHTS" SHALL MEAN ALL NEW CONTINUATIONS AND
DIVISIONS, FOREIGN AND DOMESTIC, THAT, IN EACH CASE, ARE FILED SUBSEQUENT TO THE
EFFECTIVE DATE AND RELATE TO THOSE PATENTS AND PATENT APPLICATIONS INCLUDED
AMONG THE PATENT RIGHTS EXISTING AS OF THE EFFECTIVE DATE, ANY CORRESPONDING
RE-EXAMS AND RE-ISSUES BASED ON ANY OF THE FOREGOING, AND CLAIMS OF
CONTINUATIONS IN PART APPLICATIONS DOMESTIC AND, IF ANY, FOREIGN DIRECTED TO THE
SUBJECT MATTER SPECIFICALLY DESCRIBED IN THOSE PATENTS AND PATENT APPLICATIONS
DESCRIBED IN PATENT RIGHTS EXISTING AS OF THE EFFECTIVE DATE.
1.17
"JHU OVERSEEN PATENT RIGHTS" SHALL MEAN ALL OF THE PATENT RIGHTS
OTHER THAN AND IN ANY EVENT EXCLUDING THE EXACT OVERSEEN PATENT RIGHTS.
1.18
"MATERIAL TRANSFER AGREEMENT" SHALL MEAN AN AGREEMENT WHICH SETS
FORTH THE TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, TERMS RELATIVE TO
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP, ON THE BASIS OF WHICH JHU, AND THE
MOLECULAR GENETICS LAB SPECIFICALLY, AGREE TO RECEIVE AND ACCEPT BIOLOGICAL AND
OTHER MATERIALS FROM THIRD PARTIES FOR USE IN FURTHERANCE OF RESEARCH AND
DEVELOPMENT WORK UNDERTAKEN OR PERFORMED FROM TIME TO TIME.
1.19
"VALID CLAIM" SHALL MEAN A CLAIM OF AN ISSUED AND UNEXPIRED PATENT
INCLUDED IN THE PATENT RIGHTS WHICH HAS NOT BEEN HELD UNENFORCEABLE,
UNPATENTABLE OR INVALID BY A DECISION OF A COURT OR GOVERNMENTAL AGENCY OF
COMPETENT JURISDICTION, UNAPPEALABLE OR UNAPPEALED WITHIN THE TIME SET FORTH FOR
APPEAL, AND WHICH HAS NOT BEEN ADMITTED TO BE INVALID OR
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes
omissions.
6
UNENFORCEABLE THROUGH REEXAMINATION, REISSUE, DISCLAIMER OR SIMILAR PROCEEDINGS
OR IS NOT SUBJECT TO RESTRICTION BY INJUNCTION.
1.20
"INSTRUMENT" SHALL MEAN DEVICES (WHICH MAY OR MAY NOT BE PATENTABLE)
DEVELOPED BY OR FOR COMPANY FOR USE IN RESEARCH AND DIAGNOSTIC TESTING, AND
WHICH DEVICE EMPLOYS ONE OR MORE FECAL BASED TEST OR EMPLOYS ONE OR MORE OTHER
ITEM.
1.21
"SERVICE" SHALL MEAN THE PERFORMANCE BY OR ON BEHALF OF A THIRD
PARTY OF ANY METHOD OR THE MANUFACTURE OF ANY PRODUCT OR THE USE OF ANY PRODUCT
OR COMPOSITION WHICH WOULD CONSTITUTE, BUT FOR THE LICENSE GRANTED TO THE
COMPANY PURSUANT TO THIS AGREEMENT,