receiving Party notifies the other Party immediately upon receipt thereof (and
provided that the disclosing Party furnishes only that portion of the
information which it is advised by counsel is legally required and impose such
obligations of secrecy as are possible in that regard); or
(f)
is required to be disclosed by a Party under any statutory,
regulatory or similar legislative requirement or any rule of any stock exchange
to which it or any Affiliate is subject; provided, that the disclosing Party
uses reasonable efforts to obtain confidential treatment of the Confidential
Information.
1.10
"CONTROLS" OR "CONTROLLED" SHALL MEAN, WITH RESPECT TO ANY KNOW-HOW
OR INTELLECTUAL PROPERTY RIGHT, THAT A PARTY CONTROLLING SUCH OWNS OR HAS A
LICENSE TO USE SUCH KNOW-HOW OR RIGHT AND HAS THE ABILITY TO GRANT LICENSES OR
SUBLICENSES TO SUCH KNOW-HOW OR RIGHT WITHOUT VIOLATING THE TERMS OF ANY
AGREEMENT OR OTHER ARRANGEMENT WITH, OR THE RIGHTS OF, ANY THIRD PARTY.
1.11
"DEFAULT" SHALL MEAN WITH RESPECT TO EITHER PARTY THAT (I) ANY
REPRESENTATION OR WARRANTY OF SUCH PARTY SET FORTH IN THIS AGREEMENT SHALL HAVE
BEEN UNTRUE IN ANY MATERIAL RESPECT WHEN MADE OR (II) SUCH PARTY SHALL HAVE
FAILED IN THE PERFORMANCE OF ANY MATERIAL OBLIGATION OF SUCH PARTY SET FORTH
HEREIN.
1.12
"DEVELOP" OR "DEVELOPMENT" SHALL MEAN THOSE ACTIVITIES RELATED TO
THE PRECLINICAL OR CLINICAL DEVELOPMENT OF IL13 AND/OR PRODUCTS AND OBTAINMENT
AND PRESERVATION OF GOVERNMENTAL APPROVALS FOR PRODUCTS.
3
1.13
"DEVELOPMENT DATA" SHALL MEAN PRECLINICAL AND CLINICAL DATA
POSSESSED AS OF THE EFFECTIVE DATE AND GENERATED AFTER THE EFFECTIVE DATE BY OR
ON BEHALF OF EITHER PARTY, ITS AFFILIATES OR SUBLICENSEES IN THE DEVELOPMENT OF
IL13 AND/OR PRODUCTS.
1.14
"DEVELOPMENT PLAN" SHALL MEAN THE PLAN ATTACHED HERETO AS EXHIBIT B
PROVIDING FOR THE DEVELOPMENT OF IL13 AND/OR PRODUCTS BY NK, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME BY THE JSC.
1.15
"EFFECTIVE DATE" SHALL MEAN THE DATE OF THIS AGREEMENT.
1.16
"FDA" SHALL MEAN THE UNITED STATES FOOD AND DRUG ADMINISTRATION AND
ANY SUCCESSOR AGENCY.
1.17
"FIELD OF USE" SHALL MEAN, FOR EACH PATENT OR APPLICATION INCLUDED
IN THE LICENSED PATENT RIGHTS LISTED ON EXHIBIT A HERETO, THE FIELD OF USE
DESIGNATED ON EXHIBIT A FOR SUCH PATENT ESTATE, AND FOR ANY OTHER LICENSED
TECHNOLOGY, THE "FIELD OF USE" SHALL MEAN THE FIELD OF USE FOR TREATING HUMAN
CANCER.
1.18
"FIRST COMMERCIAL SALE" SHALL MEAN THE INITIAL TRANSFER BY OR ON
BEHALF OF NK OR ITS AFFILIATES IN EXCHANGE FOR CASH OR SOME EQUIVALENT TO WHICH
VALUE CAN BE ASSIGNED FOR THE PURPOSE OF DETERMINING NET SALES.
1.19
"FORCE MAJEURE" SHALL MEAN ACTS OF GOD; ACTS, REGULATIONS, ORDERS,
DECREES OR LAWS OF ANY GOVERNMENT OR AGENCY THEREOF THAT ARE NOT DUE TO OR
CAUSED BY ANY ACTION OR INACTION OF THE PARTY CLAIMING THE BENEFIT OF FORCE
MAJEURE WHERE SUCH ACTION OR INACTION IS IN VIOLATION OF SUCH PARTY'S
OBLIGATIONS UNDER THIS AGREEMENT OR APPLICABLE LAWS; WAR; TERRORIST ACTS, DAMAGE
TO OR DESTRUCTION OF FACILITIES; LABOR DISTURBANCES