APPROPRIATE COURT
SOLELY FOR THE PURPOSE, IF NECESSARY, OF ENFORCING THE RECOGNITION OF THE FAIR
MARKET VALUE OF THE OPTION RIGHTS AS ESTABLISHED PURSUANT TO THIS DEFINITION.
NOTWITHSTANDING THE FOREGOING, TOSHIBA OR VITAL IMAGES MAY SEEK TO VACATE OR
MODIFY THE FAIR
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MARKET VALUE OF THE OPTION RIGHTS AS ESTABLISHED PURSUANT TO THIS DEFINITION
SOLELY ON THE GROUNDS OF FRAUD OR MISCALCULATION OF FIGURES.
H.
"FOREGROUND RIGHTS" MEANS ANY PATENTS, ALGORITHMS OR OTHER
INTELLECTUAL PROPERTY AUTHORED, CONCEIVED AND/OR REDUCED TO PRACTICE BY TOSHIBA
AND/OR VITAL IMAGES EMPLOYEES OR AGENTS DURING THE TERM PURSUANT TO THIS
AGREEMENT OR ANY PRODUCT DEVELOPMENT PLAN.
I.
"INTELLECTUAL PROPERTY" MEANS ALL FORMS OF INTELLECTUAL PROPERTY IN
ANY JURISDICTION AND UNDER ANY LAW, WHETHER NOW OR HEREAFTER EXISTING, INCLUDING
(A) PATENTS; (B) ALGORITHMS; (C) TRADE SECRETS AND OTHER CONFIDENTIAL OR
NON-PUBLIC BUSINESS INFORMATION, INCLUDING, IDEAS, FORMULAS, COMPOSITIONS,
INVENTOR'S NOTES, DISCOVERIES, IMPROVEMENTS, CONCEPTS, KNOW-HOW, MANUFACTURING
AND DEVELOPMENT INFORMATION, DATA RESULTING OR DERIVED FROM RESEARCH ACTIVITIES,
INVENTIONS, INVENTION DISCLOSURES, UNPATENTED BLUE PRINTS, DRAWINGS,
SPECIFICATIONS DESIGNS, PLANS, PROPOSALS AND TECHNICAL DATA, BUSINESS AND
MARKETING PLANS, MARKET SURVEYS, MARKET KNOW-HOW AND CUSTOMER LISTS AND RELATED
INFORMATION; (D) COPYRIGHTS, WHETHER OR NOT REGISTERED, AND ANY NON-REGISTERED
COPYRIGHT TO ANY WRITINGS AND OTHER COPYRIGHTABLE WORKS OF AUTHORSHIP, INCLUDING
SOURCE CODE, OBJECT CODE, DOCUMENTATION (WHETHER OR NOT RELEASED), AND
DATABASES; (E) INTEGRATED CIRCUIT TOPOGRAPHIES AND MASK WORKS; (F) FEATURES OF
SHAPE, CONFIGURATION, PATTERN OR ORNAMENT; AND (G) REGISTRATIONS OF, AND
APPLICATIONS TO REGISTER, ANY OF THE FOREGOING WITH ANY GOVERNMENTAL ENTITY AND
ANY RENEWALS OR EXTENSIONS THEREOF AND ALL OTHER RIGHTS TO ANY OF THE FOREGOING,
BUT EXCLUDING TRADEMARKS AND RELATED RIGHTS.
J.
"JOINTLY-OWNED FOREGROUND RIGHTS" MEANS ANY FOREGROUND RIGHTS
(INCLUDING ANY IMPROVEMENTS, MODIFICATIONS OR DERIVATIVE WORKS THERETO)
AUTHORED, CONCEIVED AND/OR REDUCED TO PRACTICE JOINTLY BY BOTH TOSHIBA AND VITAL
IMAGES EMPLOYEES OR AGENTS IN THE PERFORMANCE OF A PRODUCT DEVELOPMENT PLAN.
NOTWITHSTANDING THE FOREGOING, ANY SOURCE CODE WRITTEN BY, ON BEHALF OF OR WITH
THE PARTICIPATION OF VITAL IMAGES, ITS EMPLOYEES OR AGENTS IS NOT A PART OF
JOINTLY-OWNED FOREGROUND RIGHTS, REGARDLESS WHETHER SUCH SOURCE CODE IS PART OF
PROJECT SOFTWARE AND EVEN IF TOSHIBA EMPLOYEES OR AGENTS PARTICIPATE IN THE
CREATION OF SUCH SOURCE CODE. FOR PURPOSES OF CLARITY, THE FACT THAT THE
DEVELOPMENT OF FOREGROUND RIGHTS BY VITAL IMAGES EMPLOYEES OR AGENTS MAY BE
FUNDED IN WHOLE OR IN PART BY TOSHIBA DOES NOT MAKE SUCH FOREGROUND RIGHTS
JOINTLY-OWNED FOREGROUND RIGHTS UNLESS TOSHIBA EMPLOYEES OR AGENTS ALSO
AUTHORED, CONCEIVED AND/OR REDUCED TO PRACTICE SUCH FOREGROUND RIGHTS.
K.
"PARTY" MEANS EACH OF TOSHIBA AND VITAL IMAGES, AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
L.
"PATENTS" MEANS INVENTIONS, DISCOVERIES, PATENT APPLICATIONS,
PATENTS (INCLUDING LETTERS PATENT, INDUSTRIAL DESIGNS, AND INVENTOR'S
CERTIFICATES), DESIGN REGISTRATIONS, INVENTION DISCLOSURES, AND APPLICATIONS TO
REGISTER INDUSTRIAL DESIGNS, AND ANY AND ALL RIGHTS TO ANY OF THE FOREGOING
ANYWHERE IN THE WORLD,
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INCLUDING ANY PROVISIONALS, SUBSTITUTIONS, EXTENSIONS, SUPPLEMENTARY PATENT
CERTIFICATES, REISSUES, RE-EXAMS, RENEWALS, DIVISIONS, CONTINUATIONS,
CONTINUATIONS IN PART, CONTINUED PROSECUTION APPLICATIONS, AND OTHER SIMILAR
FILINGS OR NOTICES