THE ENTITY.
"AFFILIATE" SHALL HAVE THE CORRELATIVE MEANING.
SUBJECT TO PARAGRAPH 10.18
HEREOF, ALL REFERENCES TO COMPANY OR EXACT HEREIN SHALL BE DEEMED TO INCLUDE
ITS' AFFILIATES.
1.2
"FECAL-BASED TEST" SHALL MEAN AN ASSAY ON A STOOL SAMPLE, FOR
DIAGNOSING COLORECTAL NEOPLASIA.
IN NO EVENT SHALL AN ASSAY THAT IS PERFORMED
FOR RESEARCH PURPOSES BE A FECAL-BASED TEST.
1.3
"PRODUCTS" SHALL MEAN ANY MATERIAL, COMPOSITIONS, OLIGONUCLEOTIDE,
REAGENT, INSTRUMENT (AS DEFINED BELOW), OR OTHER PRODUCT, THE MANUFACTURE, USE
OR SALE OF WHICH WOULD CONSTITUTE, BUT FOR THE LICENSE GRANTED TO COMPANY
PURSUANT TO THIS AGREEMENT, AN INFRINGEMENT OF A VALID CLAIM OF THE PATENT
RIGHTS.
1.4
"OTHER ITEMS" SHALL MEAN ANY PRODUCT OR SERVICE, OTHER THAN, AND IN
ANY EVENT EXCLUDING, ANY FECAL-BASED TEST.
IN NO EVENT SHALL A PRODUCT OR
SERVICE THAT IS USED FOR RESEARCH PURPOSES BE AN OTHER ITEM.
1.5
"FIRST COMMERCIAL SALE" SHALL MEAN THE INITIAL SALE OF A
FECAL-BASED TEST BY OR ON BEHALF OF THE COMPANY OR ANY SUBLICENSEE, IN EXCHANGE
FOR THE PAYMENT OF MONEY.
TRANSFER FOR RESEARCH PURPOSES SHALL NOT CONSTITUTE A
FIRST COMMERCIAL SALE.
1.6
"SUBLICENSEE" SHALL MEAN ANY PERSON OR ENTITY, OTHER THAN AN
AFFILIATED COMPANY, TO WHICH COMPANY HAS GRANTED A SUBLICENSE OF THE PATENT
RIGHTS UNDER THIS AGREEMENT.
1.7
"MOLECULAR GENETICS LAB" SHALL MEAN THE LABORATORY AT THE JOHNS
HOPKINS UNIVERSITY OPERATED BY BERT VOGELSTEIN, KENNETH KINZLER, OR BOTH, OR
OPERATED BY A SUCCESSOR OF EITHER BERT VOGELSTEIN OR KENNETH KINZLER AS MUTUALLY
AGREED TO BY COMPANY AND JHU.
1.8
"TECHNOLOGY" SHALL MEAN ANY MOLECULAR GENETICS LAB TECHNOLOGY THAT
IS USEFUL IN A FECAL BASED TEST (WHERE TECHNOLOGY SHALL BE CONSIDERED "USEFUL IN
A FECAL BASED TEST" IF A PATENT APPLICATION OR A PEER-REVIEWED PUBLICATION FROM
JHU STATES THAT THE TECHNOLOGY IS OR MAY BE USEFUL IN A FECAL BASED TEST, OR
PROVIDES DATA INDICATING SUCH USE) AND WHICH JHU OWNS OR IN WHICH JHU MAINTAINS
RIGHTS OR AN OWNERSHIP
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.
INTEREST BUT IS NOT PROHIBITED FROM LICENSING TO COMPANY BY VIRTUE OF EITHER
(I) AN AGREEMENT EXECUTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT AND AS
THE SAME MAY BE RENEWED, MODIFIED (BUT NOT TO INCLUDE A SCOPE OF WORK SPECIFIC
TO A FECAL BASED TEST) OR EXTENDED FROM TIME TO TIME, OR (II) ANY MATERIAL
TRANSFER AGREEMENT NOW OR HEREAFTER EXISTING AND TO WHICH JHU IS A PARTY
"TECHNOLOGIES" SHALL HAVE THE CORRELATIVE MEANING.
1.9
"COMPANY SALES" SHALL MEAN GROSS REVENUES RECEIVED BY COMPANY OR
ANY AFFILIATED COMPANY, LESS TRADE DISCOUNTS ALLOWED, REFUNDS, RETURNS AND
RECALLS, AND SALES AND USE TAXES.
IN THE EVENT THAT COMPANY OR ANY AFFILIATED
COMPANY SELLS ANY PRODUCT OR SERVICE IN COMBINATION WITH OTHER ACTIVE
INGREDIENTS OR SUBSTANCES, OR WITH OTHER SERVICES OR AS PART OF A KIT, THE
MANUFACTURE, USE, SALE OR IMPORTATION OF WHICH