THEREOF.
1.11.
"PARTY" OR "PARTIES" HAS THE MEANING SET FORTH IN
THE FIRST PARAGRAPH OF THIS AGREEMENT.
1.12.
"PROGRAM INVENTION" MEANS ANY TECHNOLOGY, WHETHER
OR NOT PATENTABLE, WHICH IS CONCEIVED AND/OR FIRST REDUCED TO PRACTICE BY
EMPLOYEES OF, OR CONSULTANTS TO, EITHER PARTY, OR JOINTLY BY BOTH PARTIES, IN
THE CONDUCT OF THE RESEARCH PROGRAM.
1.13.
"PROGRAM PATENT RIGHTS" MEANS ALL PATENT RIGHTS
CLAIMING ANY PROGRAM INVENTION.
1.14.
"PROPRIETARY MATERIALS" MEANS ANY TANGIBLE
CHEMICAL, BIOLOGICAL OR PHYSICAL RESEARCH MATERIALS, INCLUDING BUT NOT LIMITED
TO GENE SEQUENCES, GENE FRAGMENT SEQUENCES, PRIMERS, PROBES, NUCLEIC ACIDS AND
NUCLEIC ACID LIBRARIES, PLASMIDS, VECTORS, EXPRESSION SYSTEMS, CELLS, CELL
LINES, ORGANISMS, ANTIBODIES, BIOLOGICAL SUBSTANCES (AND ANY CONSTITUENTS,
PROGENY, MUTANTS, DERIVATIVES OR REPLICATIONS THEREOF OR THEREFROM), REAGENTS OR
CHEMICAL COMPOUNDS THAT ARE FURNISHED BY OR ON BEHALF OF ONE PARTY TO THE OTHER
PARTY, IN CONNECTION WITH THIS AGREEMENT, THAT ARE PROPRIETARY TO THE
TRANSFERRING PARTY THROUGH PATENT PROTECTION, TRADE SECRET, OR OTHER METHOD OF
INTELLECTUAL PROPERTY PROTECTION, REGARDLESS OF WHETHER SUCH MATERIALS ARE
SPECIFICALLY DESIGNATED AS PROPRIETARY BY THE TRANSFERRING PARTY.
1.15.
"PROTOCOL" MEANS THE WRITTEN PROTOCOL DESCRIBING
THE ACTIVITIES TO BE CARRIED OUT UNDER THE RESEARCH PROGRAM PURSUANT TO THIS
AGREEMENT TO BE AGREED UPON BY THE JSC BASED ON THE OUTLINE ATTACHED HERETO AS
APPENDIX A.
1.16.
"RESEARCH PROGRAM" MEANS THE PROGRAM TO BE
CONDUCTED BY IG WITH RESPECT TO SEEKING, IDENTIFYING AND ANALYZING SCIENTIFIC
OPPORTUNITIES FOR ACCESS, AS MORE FULLY DESCRIBED IN APPENDIX A HERETO.
1.17.
"TECHNOLOGY" MEANS AND INCLUDES ALL INVENTIONS,
DISCOVERIES, KNOW-HOW, TRADE SECRETS, IMPROVEMENTS AND PROPRIETARY MATERIALS,
WHETHER OR NOT PATENTABLE, INCLUDING BUT NOT LIMITED TO, STRUCTURAL AND
FUNCTIONAL INFORMATION AND OTHER DATA, FORMULATIONS AND TECHNIQUES.
1.18.
"TERM" HAS THE MEANING SET FORTH IN SECTION 7.1.
1.19.
"TERRITORY" MEANS WORLDWIDE.
1.20.
"THIRD PARTY" MEANS ANY ENTITY OTHER THAN IG,
ACCESS OR THEIR RESPECTIVE AFFILIATES.
2.
RESEARCH PROGRAM
2.1.
IMPLEMENTATION OF RESEARCH PROGRAM.
THE
RESEARCH PROGRAM SHALL BE CONDUCTED BY THE PARTIES IN ACCORDANCE WITH THE
PROTOCOL AND IN COMPLIANCE WITH ALL APPLICABLE
3
LAWS AND REGULATIONS.
IG SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PERFORM
THE ACTIVITIES TO BE PERFORMED BY IT UNDER THE RESEARCH PROGRAM, AS DESCRIBED
MORE FULLY IN THE PROTOCOL AND IN THE TIMELINE (THE "TIMELINE") WHICH THE JSC
SHALL AGREE UPON IN WRITING, BASED UPON THE OUTLINE ATTACHED HERETO AS APPENDIX
A, AS PROMPTLY AS PRACTICABLE FOLLOWING THE EXECUTION HEREOF.
THE PROTOCOL
AND/OR THE TIMELINE MAY BE MODIFIED FROM TIME TO TIME AFTER THE EFFECTIVE DATE
BY THE JSC PURSUANT TO SECTION 5.1 HEREOF.
2.2.
SUPPLY OF PROPRIETARY MATERIALS.
FROM TIME TO
TIME DURING THE TERM OF THIS AGREEMENT, ONE PARTY MAY SUPPLY THE OTHER PARTY
WITH ITS PROPRIETARY MATERIALS FOR USE IN THE RESEARCH PROGRAM.
IN CONNECTION
THEREWITH, THE RECIPIENT PARTY HEREBY AGREES THAT (A) IT SHALL NOT USE
PROPRIETARY MATERIALS FOR ANY PURPOSE OTHER THAN EXERCISING ANY RIGHTS GRANTED
TO IT OR RESERVED BY IT HEREUNDER; (B) IT SHALL USE THE PROPRIETARY MATERIALS
ONLY IN COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS