OR OTHERWISE EXPLICITLY SPECIFIED IN THE APPLICABLE
STATEMENT OF WORK.
1.23
"DEVELOPMENT PERIOD" MEANS THE PERIOD COMMENCING AS OF THE
EFFECTIVE DATE AND ENDING ON THE LATER OF THE FIFTH (5TH) ANNIVERSARY OF THE
EFFECTIVE DATE OR AS OTHERWISE DESCRIBED IN EACH STATEMENT OF WORK UNDER SECTION
3.3 DURING WHICH DEVELOPMENT SERVICES WILL BE PERFORMED BY ACCURAY OR ITS
SUBCONTRACTORS.
5
1.24
"DEVELOPMENT SERVICES" MEANS THE DESIGN AND DEVELOPMENT SERVICES TO
BE PERFORMED BY ACCURAY AND ITS SUBCONTRACTORS FOR CYBERHEART PURSUANT TO A
STATEMENT OF WORK UNDER SECTION 3.3.
1.25
"FEES" MEANS THE AMOUNTS TO BE PAID BY CYBERHEART TO ACCURAY UNDER
ARTICLE 8, SECTION 6.4, AND/OR RELATED EXHIBITS.
1.26
"FTE" MEANS THE FULL TIME EQUIVALENT EFFORT OF ONE PERSON WHO
PARTICIPATES DIRECTLY IN THE DEVELOPMENT SERVICES.
FOR PURPOSES OF THIS SECTION
1.26, "FULL TIME EQUIVALENT EFFORT" SHALL MEAN ONE THOUSAND NINE HUNDRED (1,900)
HOURS PER YEAR.
1.27
"JSC" HAS THE MEANING ASSIGNED TO SUCH TERM UNDER SECTION 4.1.
1.28
"IMPROVEMENT" MEANS WITH RESPECT TO TECHNOLOGY: (A) FOR
COPYRIGHTABLE OR COPYRIGHTED TECHNOLOGY (INCLUDING WITHOUT LIMITATION ANY MASK
WORKS), A WORK WHICH IS BASED UPON ONE OR MORE PRE-EXISTING WORKS, SUCH AS A
REVISION, MODIFICATION, TRANSLATIONS, ABRIDGMENT, CONDENSATION, EXPANSION,
COLLECTION, COMPILATION, OR ANY OTHER FORM IN WHICH SUCH PRE-EXISTING WORKS MAY
BE RECAST, TRANSFORMED, OR ADAPTED; (B) FOR PATENTABLE OR PATENTED TECHNOLOGY,
ANY ADAPTATION, ADDITION, IMPROVEMENT, OR COMBINATION BASED ON A PRE-EXISTING
WORK OR PATENT; AND (C) FOR TECHNOLOGY SUBJECT TO TRADE SECRET PROTECTION, ANY
NEW MATERIAL, INFORMATION, OR DATA RELATING TO AND DERIVED FROM SUCH EXISTING
TRADE SECRET MATERIAL, INCLUDING WITHOUT LIMITATION NEW MATERIAL WHICH MAY BE
PROTECTABLE BY COPYRIGHT, PATENT, OR OTHER PROPRIETARY RIGHTS. FOR THE PURPOSES
OF CLARIFICATION, AN ITEM OF TECHNOLOGY SHALL BE CONSIDERED TO BE AN IMPROVEMENT
OF ANOTHER ITEM OF TECHNOLOGY ONLY IF IT IS ACTUALLY DERIVED FROM SUCH OTHER
ITEM, AND NOT MERELY BECAUSE IT MAY HAVE THE SAME OR SIMILAR FUNCTIONALITY OR
USE AS SUCH OTHER ITEM.
1.29
"INTELLECTUAL PROPERTY RIGHTS" MEANS THE U.S. AND FOREIGN RIGHTS
ASSOCIATED WITH THE FOLLOWING:
(I) PATENTS; (II) COPYRIGHTS, COPYRIGHT
REGISTRATIONS, AND APPLICATIONS THEREFOR ("COPYRIGHTS"); (III) TRADE-SECRET
RIGHTS AND ALL OTHER TRADE SECRET OR SIMILAR PROPRIETARY RIGHTS IN CONFIDENTIAL
BUSINESS OR TECHNICAL INFORMATION ("TRADE SECRET RIGHTS"); AND (IV) ANY SIMILAR,
CORRESPONDING OR EQUIVALENT RIGHTS TO ANY OF THE FOREGOING ANYWHERE IN THE
WORLD.
FOR PURPOSES OF THIS AGREEMENT, INTELLECTUAL PROPERTY RIGHTS EXCLUDES
ANY U.S. AND FOREIGN RIGHTS ASSOCIATED WITH LOGOS, TRADEMARKS, TRADE NAMES, AND
SIMILAR INSIGNIA OF ORIGIN OR QUALITY.
1.30
"IP CUTOFF DATE" MEANS THE EARLIER OF THE TENTH (10TH) ANNIVERSARY
OF THE EFFECTIVE DATE OR TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 11.2,
11.3, OR 11.4.
NOTWITHSTANDING THE FOREGOING, IF ACCURAY OR ITS AFFILIATE IS
SUPPLYING PRODUCT OR COMPONENTS, OR PROVIDING INSTALLATION OR SUPPORT SERVICES,
ON OR AFTER THE TENTH (10TH) ANNIVERSARY OF THE EFFECTIVE DATE, THE IP CUTOFF
DATE FOR PURPOSES OF SECTIONS 1.4 AND 1.5 SHALL BE TWO (2) YEARS AFTER THE TIME
AT WHICH SUCH SUPPLY AND/OR SERVICES ARE LAST PROVIDED